Path of a Spider
by ultimate buu
Summary: A new Virus has spread throughout Washington D.C and to top it off a new villain is making his appearance known to the Justice League. After getting used to his new life Peter Parker makes the choice to go stop this new threat that also happens to have ties to his past.
1. Chapter 1

Path of a Spider

Disclaimer: I don't own anything related to Marvel or DC or any other franchise.

Okay I just want to set the record straight right now, I will be working on my other stories as well as this. This is just something I made because I've had Spider-Man on the brain for awhile and have read a few stories on how Spider-Man was sent to the world of the Justice League and I always wondered what it would be liked if he was actually in Justice League. I picked the Young Justice universe because this was the one I recently watched and thought it would be interesting for him to be here.

Enjoy.

Part 1: Silent Steps

November 12

New York City

The crowd cheered and dispersed as the man left the podium and walked down the steps of the stage to the limousine accompanied by security guards. The crowd cheered and applauded him as he left the stage after his speech to the public about the new technology his company had been working on and would be released as soon as it was finished.

The technology was promised to help be able to cure the body of diseases and repair physical damages. It was rumored that it might even be the cure for lifelong diseases such as cancer.

Once again since they made inventions that helped provide the military with more weaponry advantages in case of another worldwide crisis the people can feel even more secure knowing that in the future they have more chances of survival.

All thanks to Oscorp.

November 13

Warehouse 14, coast of Washington DC

The shadows helped him move along undetected from the thugs in room, his footsteps were silent and unheard as he moved cautiously. His training had helped him learn how to blend into the shadows and remain quite enough to wait for the perfect chance to strike.

'I count five guys on the ground floor,' He spoke not through a communicator but through in his mind.

'I got three on the roof,' came a male voice.

'There's none outside the perimeter,' came a female voice.

'Okay, when you see an opening strike,' came a voice full of authority.

It took only a few seconds to knock the guns out of the hands of the thugs by throwing a well aimed batarang. A few kicks and punches and they were on the ground, a simple attack made easy by the element of surprise.

He heard the sound of thuds come from the roof meaning that the others had taken out the rest. His assumption was confirmed when he saw some come from the roof and others come from outside by a nearby window.

"Anything unusual found in the warehouse Robin?" asked Aqualad

"Nothing, but some stolen tech." said Robin

"So that tip really was worthless then." Said Kid Flash

"Pretty much." Said Artemis

"What can you make of the tech Batboy?" asked Aqualad

They turned towards a boy who looked no older than 8 years old. He was wearing a black high tech suit from head to toe that covered his face in a mask with long, pointy ears and a red bat symbol on his chest. He had a utility belt around his waist.

"The tech is cheap and way outdated," said Batboy as he examined it.

"In other words it's the same as the last ones were." Said Wonder Girl

Wonder Girl was wearing a black tank top with a Gold W on it, red sweat pants and blue shoes. She had blond hair and blue eyes and has red star earrings.

"So far we've gone through five different warehouses and yet we've got nothing on this recent increase in illegal trade." Said Robin

"Miss Martian did the guards have anything on their minds about their business here?" asked Aqualad

"No, when I scanned their minds they were all the same thing; just hired to guard this warehouse for the night." She said

"I don't see the point of guarding a warehouse with nothing of value inside." Said Superboy

"Regardless there's nothing more for us here but to alert the authorities and return to mount justice." Said Aqualad

November 13

Daily Bugle, New York City

It was another day at the office for Peter Parker, having given photos of The Flash and Green Lantern fighting Black Atom and Clayface to his boss J. Jonah Jameson.

Even though his photos were good enough to turn any photographer green with envy Jameson would only compliment them with one word; junk. Which to Peter was a step up from them being called crap a word he had heard the first time he submitted his photos.

But even back then he still got a good deal for the photos and a nice paying job to top it off when he first came into the office. The photos he turned in were some of the best ever seen in a newspaper, even better than the ones in the Daily Planet.

These pictures would be hard for any photographer to get but for Peter it was easy.

At 10:00 Peter Parker checked out at work and walked home. He had a car but sometimes he felt like walking to work (not like it was that long of a walk) and he made it back to his apartment a few blocks away.

Peter pulled out his keys and opened his door and stepped inside his apartment closing the door behind him. Wiping his feet on the mat he walked over to his couch and sat down sighing as he did so. He had a normal day at the office, went out and got the pictures of the fight he just so happened be walking by when he saw it.

He smiled remembering the look on Jameson's face when he delivered the pictures to him; amazement then a look of disgust and told him it was crap. Peter knew he didn't mean it but it he had to hold in a laugh as Jameson told him off for thinking he could try to get a job at the Daily Bugle by offering him pictures like those.

That didn't stop him from offering him a job and paying a nice price for the pictures.

Peter smiled when he realized…. He was 19 years old and had a good job, great girlfriend, a loving aunt and uncle, good friends and an adorable little brother.

Peter however couldn't escape the dreadful thoughts that always plagued him whenever he thought of the positives of his life. So far none his worst fears have come to pass, his past has stayed buried just like he left it all those years ago. A threat comes and the Justice League comes and takes care of it and sometimes Young Justice lends a helping hand.

As far as Peter is concerned he has never had to get involved and has had no need to reveal himself, he is going to keep it that way for as long as he can.

November 19

Oscorp Building, New York City

Scientists were busy working on the latest Oscorp technology, each and every one were working very hard either taking notes or making tests for products.

Norman Osborn smiled inside as he saw how hard working his employees were but on the outside he had a stern frown that looked like he was unhappy. His hair was black and orange stripped (I guess) and he walked in a position of authority and black eyes that demanded respect which was added to his height. He was wearing an expansive blue suit and looked healthy for his age.

"Williams what's the status on our new project?" asked Norman

A short scientist with light brown hair and green eyes with large glasses came up to Norman holding a clipboard in one hand, dressed like a scientist; suit, white lab coat etc.

"Mr. Osborn our new project is nearly ready, we just need to run a few more tests." Said Williams

"Exactly how many more tests, need to be run?" asked Norman

"Only a couple more sir." Said Williams

"Then why are you standing here then." Said Norman

Taking the hint Williams went back to his work station with the other scientists who were still working.

Norman smiled on the inside again, soon his newest project will be complete and then the major business corporations will want in, maybe even Bruce Wayne will make an offer.

But he was far from done with surprises.

Later That Night

Jason Philip Macendale regretted many things in his life as his youth ended. One of which was how he treated his parents in his younger years and how he had hired for their assassinations in an effort to get to his fortune quicker. He remembered his first marriage, how he treated his wife like dirt and took her for granted, even after she gave birth to his only daughter. His wife had died in a car crash after they had their last fight.

He regretted it every day of never apologizing to her face.

He remembered how he had treated his daughter who was now 13 and sleeping in her bedroom upstairs in his mansion. He was 47 years old and he was happy to say that his daughter was his greatest achievement, a true statement to the end.

What he regretted most was his business deals that he made with Norman Osborn. He was lucky he was able to walk off the project when he had the chance, making sure all evidence that he was involved( should they be discovered by the authorities) go up in flames.

Now he was trying to give remorse for his sins and find a new live.

BOOM!

The explosion ripped from the front all the way to lounge room he currently was in. He was on the floor just as several pieces of furniture came flying on the walls, hitting shelves and shattering glass. His first act was to get up and save his daughter from whoever was attacking him.

He ran out of the lounge room to a nearly destroyed living room all the way upstairs to his daughter's room.

"Liza wake up we have to go!" he shouted

He opened the door to find his thirteen year old daughter wide awake with fear in her eyes.

"Daddy what was that?" she asked

She had his brown hair and her mother's blue eyes.

"An explosion honey now we have to get out of here!" he said

He scooped her in his arms just as another explosion erupted from downstairs. He ran out her room cradling her close to his chest hiding her face from the smoke and small flames.

'Where is the blasted security team!' Jason thought as he ran down the stairs.

Just as he reached the bottom step that stairs crumbled away and he ran out the front door as quick as he could his daughter still in his arms crying softly. He was on the driveway planning to run to nearest house if he had to.

"It's ok dear we're safe now," he said soothing her.

"You shouldn't lie to your kids like that. It's not exactly safe." Said a menacing voice

Jason looked around not finding anybody around.

"Up here moron." Came the voice again

Jason looked up to see a Goblin on a glider.

The Goblin was wearing a purple sleeveless vest that outlines the muscles on his body, along with purple shorts and boots. His skin was scaly green along with his face, which was had a sharp pointed smile that matched his yellow eyes that had with killer intentions. The top part of his head was covered by a long purple hat that went down to his shoulders, along purple gloves on his hands that covered his wrists; he also had long green pointed ears.

"Who are you!" demanded Jason

The Goblin let out a laugh before replying "I am the Green Goblin but for tonight I am the murderer of Macendales."

"I don't who you are but if someone's paying you I can…"

"Fool! I'm not in this money I'm simply in this just to get rid of you."

"Why I don't even know you." Said Jason

"Half true. You know me but you don't _know_ me!" said Goblin

With a smile he pulled out something from his purple satchel that looked like a mini pumpkin. Without a word he threw it on the ground by Jason who went flying into a nearby tree, his daughter Liza was released from his arms and landed on the ground by his feet. Slowly she got to her feet her cheeks stained with tears.

"LIZA RUN!' Jason yelled at his daughter

Without a word Liza ran down the driveway as quick as her little legs could carry her. Jason watched her run until- BOOM! An explosion went off right on top of her.

"Oops silly me, I guess my accidently hit my rocket on my glider. Oh well accidents do happen." Said Goblin

"WHAT THE HELL YOU MANIAC! SHE HAD NOTHING TO DO WITH THIS, YOU SAID YOU WANTED ME!" Yelled Jason his rage holding back the tears.

"On the contrary she was your daughter and I don't intent to let any Macendale live tonight," Said the Goblin the smile ever so present on his face as he moved towards Jason.

Jason slowly got up using the tree to try to move but he felt a punch his side which brought him back down on to the grass. Green Goblin let out a laugh as he watched Jason struggle to get up again.

"Worthless aren't you Jason? Your security team was laughable at best, seeing as how I killed them all in a matter of minutes." Said Goblin

Jason continued to crawl away in an attempt to escape that voice.

"I wonder if your daughter is upset with you. Her last thoughts were probably why daddy was too weak to top the bad man from killing me." Taunted Goblin

"Don't you dare talk of her." Snarled Jason

He suddenly felt a stinging sensation at the base of his spine and turned his head to see the Goblin on the ground with his foot on his back.

"You've grown weak in all these years Jason. To think you had some potential to be just like me," said Goblin a smirk plastered on his face.

"I will never be like you!" said Jason

"At least we can agree on something. I'm the one who's going to walk out of this alive." Said Goblin

With that he pulled out a knife from his satchel and picked up Jason by his head with his other hand.

"After all Jason… The better man will always end things his way." Said Goblin

Jason's eyes widened as he heard that and he mumbled out "You're…." Was all he got our before he felt the knife pierce his chest. The world went black and the last thing he heard was the Goblins laughter.

November 20

New York

"**The bodies of both Jason and Liza Macendale were recovered today after an explosion at their home. Liza Macendale daughter of Jason Philip Macendale was found dead near the road with severe burns from an explosion. Jason Philip Macendale was found strung up on a tree with sever wounds and having been stabbed on his chest. People may remember Jason Philip Macendale from his early activity years in the stocking exchange and support arms contracts with Norman Osborn whom at the time refused to comment on the death of his friend.**

**Police have no leads as to who could have committed such a murder and further investigation is in progress. In other news….**

Peter flipped off the T.V as soon as the anchorman was about to switch topics. He gripped his head and closed his eyes releasing a breath he didn't know he was holding in. he just woke up not too long ago and decided to flip on the T.V to see if anything good was on and e just happened to turn it on the same time as the news. 

What scared Peter the most was that they had no idea who had killed him.

November 20 (Later that afternoon)

Mount Justice

The Young Justice team were gathered round Batman for the debriefing of their nest mission.

"As you all may now Jason Philip Macendale was killed last night by an unknown assailant or more." Said Batman

He pulled up an image on the screen of a rundown power plant.

"Just a few minutes ago we received a distress call from this area calling for help but that's not what's interesting." Said Batman

He then pulled up a big screen showing a video of a very much alive Jason Philip Macendales looking at the screen with a look of panic. "Help me, quickly before they get me!" he said before the transmission ended.

"But how can that be when he's dead?" asked Kid Flash

"It could be that someone is using this as a ploy to trap us." Said Batboy

"Regardless, this factory was spotted having a few trucks come and go every week. Your mission is to see if they are involved with the illegal trading and if possible see who this fake Jason Philip Macendales is." Said Batman

"What if it turns out to be the real one? It's not like it's the first time someone has faked their death." Said Artemis

"Then rescue him. Debriefing over." Said Batman

He walked out the Zeta Tube just as the team headed to the Bio ship.

"I highly doubt that the guy on the screen is Jason Philip Macendales." Said Robin

"You never know, lots of people like to fake their deaths." Said Kid Flash

They boarded the ship and flew off.

Outside New York

They got off the ship a few minutes later and scouted the area of the plant.

"No sign of anyone here." Said Superboy

"Let's head in for a closer look." Said Aqualad

They quietly scouted ahead inside the power plant as a group coming across nothing but dust.

'I can't find anybody here.' Kid Flash thought.

'I haven't come across anything unusual either.' Thought Robin

They met up in the center of the plant.

"There's nothing here but dust." Said Batboy

"Leave it to Batman to send us on a pointless mission." Said Wonder Girl

"Pointless safe mission." Said Kid Flash

"It doesn't really matter." Said Artemis

"Help Me."

They all looked to see Jason Philip Macendales a few feet in front of them.

"How did…" said Superboy

"Mr. Macendales we came to help you." Said Miss Martian

Then the image in front of them disappeared.

"A hologram, then this is a-" began Robin

"Trap looks like we got someone who can actually think over here." Someone said

The Team formed a circle and turned around checking their surroundings.

"Identify yourself," Said Aqualad as he pulled out his water swords.

"Identify this." Said the voice

A bolt of electricity struck them in the middle and all they jumped out of the way.

They looked up to see guy float down in a black jumpsuit with a lightning bolt on his chest which displayed some of his muscles, electricity flowing through his body and his eyes, and this man had no hair.

"Hello justice brats and welcome to your pain for today." Said the man

"Who are you supposed to be?" asked Kid Flash

"What do I have to spell it or something? I'm Electro." Said Electro

"Never heard of you," Said Robin

"Really now, because I've heard so much about you." Said Electro

He then sent a barrage of shockwaves throughout the group who dodged as many bolts as they can.

"Dance puppets dance," Said Electro with a vicious smile.

Both Robin and Batboy then threw batarangs at him but the batarangs were destroyed before they could even touch his body.

"Those toys of yours won't be able anything here." Said Electro

"Miss Martian now." Said Aqualad

"Right." Said Miss Martian

She flew up to Electro and raised her arm in an attempt to bind his body but before she could Electro disappeared.

"Were did he go." Said Superboy

"Right here."

Superboy turned around just in time to receive a shock to the face that sent him flying back. Wonder Girl charged at Electro only to be shocked to the ground a well.

"That the best you got," Said Electro "I'm hardly warmed up here."

He received a punch to face that nearly sent him falling back. He looked up to see Kid Flash in front of him.

"Why you little," snarled Electro and he made to shock him but an arrow exploded on his shoulder before he could get the chance.

"I wouldn't do that." Said Artemis

"I could've said the same thing." Said Electro

He pulled his body into a ball and floated in mid air then he released a shock wave of electricity that nearly struck Artemis but she was saved by Kid Flash who moved out of the area of the shock wave.

The electricity cleared to show Electro smiling.

"I didn't think fighting you brats would be this much fun. Looks like I get a challenge after all." Said Electro

With that he sent out more bolts of electricity at the team who scattered to avoid it. Aqualad soon stepped up to him.

"Looks like we got a live one here, well step right up and you'll find yourself being fitted for a hospital gown in no time." Said Electro

"I think the only one who will be fitted for anything is you in an orange outfit." Said Aqualad

Electro sent out a shock but Aqualad countered with his sword leaving a shocked Electro.

"How did you…"

"I can generate and absorb electricity." Explained Aqualad.

"Let's see how much you can take." Said Electro

He fired off countless waves of electricity at Aqualad who took it all the best he could but he was struggling to stand.

"What's wrong? Too much!" said Electro

He overpowered Aqualad who was sent flying back a couple of feet away.

A few batarangs then came by and landed on the ground by Electro's sides.

"You missed with your toys bird brains! Didn't I tell you they wouldn't work before.' Said Electro

"These will." Said Robin

Electro then saw an arrow land by the batarangs and then his eyes widened.

BOOM!

The smoke from the explosion clouded everyone's view of Electro, until Superboy blew it away with his breath.

When the smoke cleared Electro was gone.

"Up here!"

They looked up to find Electro in the sky.

"I have to say it's been fun fighting you brats but I have other things to do. Zap you later." Said Electro

With that he flew away disappearing into the forest.

The tem quickly re-assembled.

"What was that guys problem?" asked Kid Flash

"I don't know and that's the problem." Said Robin

November 25

It had been a few days since the team had gone up against Electro. Upon researching they found his name to be Maxwell Dillon a former gangbanger who has been missing for over ten years but that was all the information that could be found.

The search continued for a few days but was halted for the upcoming holiday.

Batman had told them they would continue the search after Thursday.

Norman Osborn had released his new product to the public calling it the Oz suit a new healer for diseases and even a cure for most that was still being researched. It was sold to the market and given to hospitals for free as well as to those who couldn't afford it.

There was also a new type of virus going around but results showed that it wasn't lethal. Police had yet to find a suspect for the murder of Jason Philip Macendale and the search has turned up dry.

November 26

Thanksgiving, New York

Peter was sitting at the large table brought out only for holiday occasions at his aunt and uncle's house. On his left side was his girlfriend Mary Jane Watson a beautiful red head with light blue eyes with a spicy personality in Peter's opinion. On his right was his little brother Ben who looked like a miniature version of Peter except his hair was blond instead of brown but both had a set of piercing brown eyes. At the head of the table was Uncle Ben a man with gray hair and blue eyes along his right was his wife and Peter's aunt May a woman with gray hair and gray eyes.

On Uncle Ben's left was Curt Connors a man with blonde hair, green eyes, his right arm was robotic. On his left was his wife Martha Connors who had orange hair and blue eyes.

On the table in front of them was mashed potatoes, sweet potatoes, vegetables, ham, macaroni and cheese and at the center a perfectly good turkey.

"I'd like to thank you all for coming today," said Uncle Ben, "Just a few years ago I thought I would never need to use this table but now that people are actually coming I see the need to bring this up from the basement. I'm happy to say that I'm thankful for being able to be around people I can consider family.

After Uncle Ben's speech they said grace and started to eat. Peter made sure that Ben had vegetables on his plate to which the toddler groaned but complied with his older brothers wishes for him to eat his greens.

The meal continued onward with laughter, funny stories and quality bonding.

A few hours later everything had started to quite down. Uncle Ben, Curt stayed at the table discussing about world events. Mary Jane, Aunt May and Martha were in the kitchen putting away leftover food.

Peter and Ben were in the living room watching T.V. Ben was on the couch sitting next to Peter and they were watching some cartoon.

"Are the Justice League as good as they say they are Peter?" asked Ben

"Let's see, they have world's greatest detective dressed as a bat, two green lanterns who wear rings, a guy who moves faster than a blink of an eye, two people who area deadly force in the air, a hardcore princess, an alien who can read minds and a man made of steel." Said Peter

"So that's a yes?' asked Ben

"I guess so bro. Not to mention they have Young Justice." Said Peter

"You're way cooler than all of them big brother." Said Ben

"You think so." Said Peter

"I know so." Said Ben

Just then an important news bulletin appeared on the T.V.

**"Breaking news, a new virus outbreak is leaving citizens near death on the streets. We know take you live to a press conference held by Norman Osborn on the subject of the outbreak."**

**The screen switched to a live feed of Norman Osborn on a podium in front of the Oscorp building. **

**"Ladies and Gentlemen let me take a brief moment to explain as to why I turned you away from your turkey dinners. A new virus has come and taken hold of Washington D.C. and I will not stand by and let my fellow countrymen suffer at the hands of a disease that I can help stop. With permission from the president I have been granted permission to quarantine D.C. and find a cure. I have my top scientists working on it now as we speak and I can assure you that sometime by Christmas the virus will be wiped out completely." **

**The screen switched back to the news station.**

**"Wow what man to help others even though he was not asked to… as Mr. Osborn said Washington D.C. will now be under quarantine and access to the city will be temporally offline to avoid spread of the virus. Thank you for listening, we know return you back to your regularly scheduled program already in progress."**

With that the T.V. switched back to the cartoon that had been on a few minutes earlier.

For awhile Peter just stared at the T.V. until he felt Ben poke him on the side.

"Are you okay Peter?" asked Ben

Peter put on a fake smile and ruffled Ben's hair before replying; "Yeah I'm ok just shocked is all."

Something in Ben's eyes told Peter he didn't believe him but then Ben leaned his head on Peter's side and turned his attention back to the T.V.

December 5

Washington D.C.

Batman watched from high above as few people moved to their homes to get inside before curfew. He watched the few people who were brave enough walk the streets some wearing gas masks to avoid the virus and others with their mouth covered with a scarf or some kind of cloth. It sickened him to see that people have to resort to this in order to walk down the streets and feel safe.

It sickened him more that he couldn't do much about it.

He couldn't find much about the virus from the sample he took from a person carrying it. Him and Batboy had worked all night in order to figure out a source or a cure but nothing came up and no solution could be found.

But right know he had more things on his mind.

A series of random acts of violence had started to plague the city and each involved an area with major people, as if they didn't have enough problems to deal with. The acts included random explosions mostly around buildings and parks and men with guns running around and shooting up streets full of civilians.

Right now he was patrolling the city a habit he picked up from Gotham, just to give himself something to do and to see if anyone needed help.

At least he could say he was trying, just like the others.

Max Dillon better known as Electro was sitting down on the couch in his apartment, drinking a beer and watching some T.V. He was enjoying himself until his phone rang.

He picked up his phone and answered "What is it?"

"I need something done." Said his boss

"What more do you need done, the city is in panic just as you wanted." Said Electro

"Yes but I need more than for it to be in panic you fool! I don't want anything to stop me from succeeding, so I want you to cripple the Justice League."

"How crippled are we talking about? I can break a few of their bones, give them a serious injury or kill a few of them."

"I want you to do what you see is necessary."

Electro smiled as he heard this. "You got it boss." He said

"Good."

'Click' the person on the other line hung up. Electro put the phone down and finished off his beer before crushing and using electricity to turn It into dust. He walked out of his apartment with a plan in mind to lure out his targets.

Batman continued his patrol, making his way down an alley. He grabbled to the nearest building and landed skillfully on top, checking every angle he could. He walked to the ledge of the building and saw sparks appearing around the city streets. The sparks rapidly danced around the streets, car alarms went on and street lights flickered. Finally it all stopped, the alarms went off and the lights stayed on, just as a man walked out from behind an alley way.

Batman identified the man from the description he got from Batboy and Robin; Electro. He had to admit Max Dillon was a lot different than his profile picture, a few years older and a little bit more muscular. He watched as Electro stepped out onto the street and raise his arms releasing electricity into the air, that acted like a beacon.

'He's trying to draw attention to himself.' Thought Batman

"Batman to Justice League, I have Electro in my sights, down by Booker Avenue." He talked into his com link.

He jumped out of the way when the electricity suddenly aimed at him. He then landed gracefully on the street in front of a smirking Electro.

"I knew if I shined my lights enough a hero would come by. But I didn't expect to feel your little frequency though. "Said Electro

"What are you doing out here?" asked Batman

"Isn't it obvious? I'm sending an invitation to my little party and I wouldn't want the guests of honor to miss out." Said Electro

With that he sent a bolt of electricity at Batman who jumped out of the way and threw a batarang at Electro who zapped it before it could even touch him.

"Those toys again. It didn't work for the birds I don't think it's going to work for you bat." Said Electro

Batman didn't respond but instead threw two more batarangs at Electro who simply smirked.

"Same trick twice you're not as clever as they give you credit." He said

He pushed his electricity into the batarangs and they exploded but they didn't just explode. When they exploded something came out and wrapped itself around Electro's left arm who found the object to be heavy and ended up putting his arm down. The same could be said about his right leg and he couldn't move it at all.

Batman smirked on the inside when he saw Electro get wrapped up in what looked like giant pink bubble gum.

"What the hell is this? Why can't I move! He yelled

He tried to surge electricity through his arm and leg to help break free but he couldn't generate it not even a spark.

"When I found out about your powers I did a little thinking and made a few new 'toys' to combat your powers. What's holding your powers down is rubber and what's keeping you from moving is a slight amount of concrete. Either way your powers aren't going to help you." Explained Batman

Electro raised his one good arm and tried to fire of electricity but nothing came; out not even a spark. He tried to move but he couldn't feel his leg and it was getting harder to stand now.

He watched as Batman walked over to him and he tried to move again but he only moved about an inch, he couldn't even limp away. He started breathing heavy, his powers always affected his stamina and right now he needed a recharge.

He felt himself start to fall just Batman came closer; he gave away to the darkness just as he hit the ground.

December 6

Police Interrogation room

Electro had been brought in for questioning to the police station. A prohibitory collar had been placed on his neck to make sure he didn't try to use his powers. The bubble gum looking substance had been removed by Batman when he was with the authorities and the collar had been placed on him as soon as it was off. The interrogation was brought to the events concerning the murders of the Macendales and the possibility that Electro may or may not have been involved.

The interrogation had gone on for fifty minutes and was being led by Batman, Superman and Martian Manhunter.

"We've been over this already. Tell us what you know of the Macendale murders." Said Batman

"I told you before I don't know anything." Said Electro

"We can do this all day if we have to." Said Superman

"Not like I haven't been here before." Said Electro

He wasn't lying in his teen years he can account to being here countless of times of being suspected of some crime or another.

"Besides you can try to get the green skin over there to read my mind. Or has he been doing it this whole time." Said Electro

'Any luck J'onn?' thought Batman

'No, I can't seem to pick up any thoughts going through his mind.' Said Manhunter

"Look Max we just want to know if you had anything to do with the Macendale murders." Said Superman

"No I didn't, but I get the feeling that the guy who hired me is the one who killed them." Said Electro

"Who hired you?" asked Batman

"I don't know I've never met with him directly I just get his calls. He paid me too much to ask for questions." Said Electro

"Paid you for what?" Asked Superman

"All he said was to disrupt the Justice League long enough, for what I don't know." Said Electro

It was quiet for a few seconds before he added; "Stop trying to read my mind. My brain waves produce electric currents that block out telepaths. Believe me I've tested it."

The interrogation lasted for another ten minutes until Batman was satisfied that that was all he knew.

December 10

New York

_"His abilities are above that of any human and his intellect shows signs of him being a genius." _

_"That sounds all fine and dandy when you look at it from your perspective, but the way I see things it looks like he'll be a waste of time to put in to."_

_"But sir, he is showing more promise than we thought and he's not even seven years old yet." _

_"A promise is something that can easily be broken, like your job if you don't deliver better results to me when I ask for it."_

_"I understand sir."_

_"Good. I want you to combine him with subject V3."_

_"But sir V3 has proven to be unstable to those who wear it and can even take control of those who posses weak enough minds."_

_"I expect you to be able to find a way to make it so the suit doesn't try to control but instead benefit him in more ways than possible."_

_"I don't think-_

_"I don't care what you think; I'm not paying you to tell me what you personally think unless I ask. Right now I'm ordering you to do your job or else I'll find someone else who can. Are we clear?"_

_"Yes sir."_

_"Good, I want this procedure done as soon as possible."_

Peter woke up from his dream, his body covered in sweat. He looked at the clock on his nightstand and found that it was 5:00. He always woke up around this time; people consider it both a blessing and a curse to wake up early in the morning; blessing because they don't have to worry about rushing and can take their time, a curse because they can't sleep in anymore.

Peter got out of bed and walked to his bathroom to take a shower and get ready for the day. 30 minutes later he was dressed in blue jeans, a red shirt and a blue jacket and was walking out the door with a bagel in hand. He walked all the way to his car a gray Lexis an got in the car finishing his bagel. He decided to go see Dr. Conners knowing he would be up this early and talk to him about a few things.

The drive to Dr. Conner's house took about 30 minutes (including traffic) and Peter parked his car on the driveway and stepped out to view a beautiful two story house. He walked up the front steps and rang the bell. A few seconds later the door was answered by Martha dressed up in jeans and a pink sweater.

"Hey Peter what brings you here?" asked Martha

"Hey Martha, I came here to speak to Curt." Said Peter

"He's in the lab." She said

She let Peter in and closed the door behind him. Peter walked past the living room down to the basement were Curt kept his lab equipment. Soon Peter was standing in a room that a college science lab would envy and saw Curt typing on a computer.

"Hey Curt." Said Peter

Curt spun around and smiled at Peter. "Hey Peter, off of work today?" he asked

"You could say something like that." Said Peter. In reality Jameson had closed the Bugle early for the holidays, that and he knew that it would be hard for some of the others to go on seeing as though they had some friends or relatives in Washington. Even Jonah was worried for his son who had gone to stay with his girlfriend there for a few days.

"So what can I help you with?" asked Curt

"Well, you see…. I can't help but feel that we know who is responsible for this." Said Peter

At this Curt's smile dropped. "I figured as much when I saw on the news that Jason Philip Macendales had been murdered, only one person would want him out of the picture at times like this." He said. "But how are you sure that its him?"

"I got that feeling Curt. The same feeling that I got back then when something was up, only now I can't ignore it." Said Peter

"I understand. I had a feeling of déjà vu a few days ago and I checked through something's." Said Curt as he moved out of the way so Peter could see his computer screen which showed a picture of strange black goo. "I've been running a few tests with some of the symptoms that people have been getting form the new virus and just recently I got a sample from a colleague of him who is working on an antidote and asked for my expertise on the matter."

"This looks like…" said Peter

"Yes, I doubled checked for hours hoping it would be a mistake, hoping I had miscalculated but I didn't no matter how much I wished it so. I'm afraid that the virus is no more than second rate knock off of the Venom suit." Said Curt

Peter stared at the screen for a few seconds before responding; "Second rate knock off?"

"Yes." Replied Curt. "While the virus may possess the same material made from the original it does not possess the exact qualities used to make the suit completely functional."

"So instead of benefiting the host it only weakens it and if the host survives then the suit gains control assuming the suit can function that far. But if there weak already they must have some kind of power source fueling them from somewhere." Said Peter

"Correct." Said Curt

"So what we need is a cure or a way to destroy the power source." Said Peter

"Yes, but I highly doubt that anyone would believe us and this theory without some hard evidence." Said Curt

It was silent for a minutes before Peter looked Curt right in the eye and said; "I'll do it myself."

"Are you crazy?! Do you know how dangerous that is?" Curt tried not to shout but he couldn't help it.

"I know but you said so yourself no one will believe us. I'm the only one who can go in and out and complete the task." Said Peter

Curt stared at him.

"You know there is no other choice Curt, it's the only way and you and I both know that," Said Peter still looking him in the eye.

Curt looked away, not wanting to risk Peter's life again. The kid had gone through hell these past few years, seen things and done things only certain men should say they've done and when he finally looks like he can have a life of his own something comes up to drag him back down.

Sometimes life was just too cruel.

"How soon do you want to leave?" he asked

"I want to go as soon as soon as possible." Said Peter

"I'll let you go but you're not going empty handed," said Curt as he moved over to a storage closet in his lab and opened it up to pull out a duffel bag. "I've been making these in my spare time around the lab. Mostly when I get paranoid and can't sleep because I think the day might come when I all hell breaks loose."

Curt opened the duffel bag to reveal small looking discs that looked like Frisbees. "These are hyper sonic sounds and act as timers and can be activated with the press of a button. Perfect for the situation you are going into right now." He said

"Thanks Curt," said Peter a genuine smile on his face.

"Also I want to tell you that the suits will be nearly impossible to find with a tracker because they blend in well with their hosts. Your suit on the other hand will come in handy in terms of tracking them and can even make them go berserk." Said Curt

"I guess this suit still has more surprises even to this day." Said Peter

_Four years ago_

July, 17

New York

Fifteen year old Peter Parker dressed up in a black suit with dark web designs as well as a spider symbol on it (Black suit from 3rd movie) and was fighting drones in a battle simulation In Curt Conner's hidden lab. Curt had a hidden lab built to make sure his more private work was kept secret and this lab included a battle simulation and training room that for awhile Curt had no use for until he showed it to Peter.

Curt was in a control room above watching the battle along with Ben Parker.

"So Peter still has it after all this time." Said Curt

"Yeah, I would occasionally find him either reading or working out at the house but he never seemed satisfied with what he was doing." Said Uncle Ben

They watched as Peter dodged a blow from a drone only to punch head and throw it over his shoulder. He then went to deliver a roundhouse kick to a rushing drone and deliver a punch to the drone behind him.

"How has his brother been doing?" asked Curt

"He just turned three five days ago and he acts like Peter in many ways." Said Uncle Ben

"I'm not surprised he does look up to him." Said Curt

Just then a loud ding was heard in the room and they saw that Peter had defeated all the drones. He was standing there in the middle of the room slightly painting but otherwise okay.

"Had enough Peter?" asked Curt through a microphone.

"No I'm not done just yet." He said

"You've been at this four over two hours Peter at least take a break." Said Uncle Ben

"Can I go one more round then take a break?" asked Peter

Uncle Ben thought it over before replying; "Sure but not another round sooner."

Peter nodded his head as a red light flashed and more drones came out replacing the ones Peter had smashed. Peter continued to fight but started slowing down after a few minutes, eventually he started to get to slow and his body felt weird.

"Are you ok Peter?" asked Curt

"I…feel… different." Said Peter

Just then he fell on the ground screaming in pain as the suit started to ripple around his body, the drones soon started advancing on Peter.

"SHUT OFF THE DRONES!" yelled Uncle Ben to Curt.

Curt started to work the system but then a yellow light flashed on the screen. "I can't the drones have auto locked, they won't shut off unless the round is finished!" he said

Just as Uncle Ben made a move to the door they heard what sounded like a low growl come from the battle room. He turned just in time to see Peter slowly get up but his body was still changing until he was covered in complete black. A second later the suit shifted and Peter stood wearing a different suit, which was now a darker black with the only whites being the spider symbol on his chest that looked like it stretched to his back, the sockets that were on the previous suit were now pure white and there were also white squares on the top of his fists barely touching the knuckles.

They watched as the drones started to attack Peter but instead they were all destroyed in the blink of an eye by a giant tendril that came out of Peter's shoulder. When the ding was heard Uncle Ben and Curt rushed out the door to the battle room to find Peter looking at his new suit.

"Are you ok Peter?" asked Uncle Ben when they reached him.

"I feel… Good." Said Peter

"The suit must have evolved." Said Curt

_End Flashback_

_Present Time_

Peter was at his aunt and uncle's house where he was hugging aunt who was trying to hold back the tears. Aunt May knew her nephew was destined for great things but she still wished he wouldn't have to keep doing these dangerous things to accomplish that destiny.

Uncle Ben was both worried and proud of Peter. He was worried that Peter would get in to deep trouble in D.C and that things would change. But he was still proud of Peter, proud that despite the fact that Peter was living a comfortable life he felt the need to use his power to help those in need.

Peter stopped hugging his aunt as she let go and he looked in the eyes of his uncle.

"I know there's nothing I can do to stop you but I know you'll be careful." Said Uncle Ben. "I want you to know that I will always be proud of you and all that you're doing right now."

Peter and his uncle shared a hug for a few seconds before pulling away. Peter then nodded to both of them and turned to see Ben who was looking up at Peter his eyes on the brink of tears as he looked at his older brother. Without a word Peter opened his arms and Ben jumped up into them holding his brother tightly, a few tears escaping from his eyes as he wrapped his legs around his brother's waist.

"Do you really have to go?" asked Ben

"I have to kiddo or else innocent people won't be able to have a life that you and I have." Said Peter

"But... What if…" said Ben

Peter pulled Ben back a little to look him in the eye. "There's no what ifs in this Ben, I will come back home." Said Peter

"In time for Christmas?" asked Ben

"I can't promise anything but I will if I can." Said Peter

Peter read between the lines and understood that Ben meant 'Will you come back in time for Christmas so I now you are ok?' He knew this would tear his brother up but at the same time his he knew his brother understood.

Peter slowly put down his little brother who still looked up at him as he moved through the door. Ben still watched Peter as he took one look back them all and smiled slightly nodding his head and moving out the door.

Ben heard the sound of Peter's car leaving the driveway and hoped with all his might that his older brother would come back home safe and sound.

Peter was drove his car back to his apartment and left a note on his door telling his landlord that the left to go spend the holidays with his family and wouldn't be back until after Christmas.

He had said his goodbyes to Curt and Martha who understood but he could still see it was hard on them. He had went to Mary Jane's apartment and told her what he had to do and she surprised him by kissing him furiously and telling him to come home back to her and his family in one piece. Ever since they had gotten together Mary Jane knew what kind of life she would get into Peter but she loved him enough so that she didn't care.

Peter parked his car, knowing that the neighbor hood was surprisingly safe enough that he could leave his care out.

He pulled out the duffel bag Curt had given him from the trunk of his car as well as a backpack and took a cab to the airport. He had gotten a trip to Oregon on a private jet from a friend of Curt who was more than happy to oblige. Once Peter was seated in the jet and the pilot prepared for takeoff he was thinking about what would happen when he got to the city.

"A lot on your mind?" asked Jim a pilot with green eyes and black hair.

"Just thinking about what will happen when I get there." Said Peter

"Curt told me you were going there to visit family." Said Jim

"Yeah, I haven't seen them in awhile and I had no way to get to them in time by plane," Said Peter who remembered that that was the lie Curt must have told Jim.

"Well you just hang tight we'll be there you know it." Said Jim

He started the plan up and Peter looked out the window as they started to descend into the air.

December 11

It took a few hours to get to Oregon after witch Peter thanked Jim and told him he would be taking an alternate route home. Peter then walked out of the airport and then made his way to a checkpoint marked 'OFFICIAL AUTHORIZATION ONLY' and hid behind a parked car and watched the guard. His efforts were rewarded when a large truck that looked it was for supplies stopped by the checkpoint and the guard moved to check for authorization of the driver which gave Peter time to make his move towards the truck. He quietly checked to make sure no one was looking and crawled under the truck perfectly sticking to the bottom without even holding on to anything. He pulled the duffel bag up with one arm to make sure it couldn't be seen when the truck moved.

Soon the truck started to move and Peter stuck on as they passed the checkpoint and into the city.

Several minutes later the truck stopped and Peter soon moved from underneath making no noise and watched as feet moved from the front to the back and open up the back to get the supplies. Peter watched as the men moved from just one side and saw no one else go to the other so he moved to the unoccupied side of the truck and gently went down to the floor and crawled out from under the truck. He saw he was in the city at what he guessed to be a cargo dropped site and slowly walked away not wanting to gain any attention and to make sure no one else was there.

He walked down the city for a few blocks and noticed that there was barely anyone around. He checked his watch and saw that it was 12:30 yet no one was outside probably due to fear of the virus. He walked down the city blocks watching every corner and every rooftop he could until he made it to an abandoned run down building. He checked one more time before opening the door and stepping inside, seeing a nearly rundown place. The inside looked decent enough, Peter couldn't hear any rats and it wasn't that dusty meaning other occupants had lived here before moving out possibly to safe zone

Thinking it was a good time he went over to a large crate and opened it to find nothing in it and placed his duffel bag inside it and looked around before placing heavy wooden boards over it.

He looked outside before deciding it would be better to rest for awhile and wait until night to avoid less detection.

So for now Peter pulled out an inflatable air mattress from his backpack and took a few minutes to blow the air into it. He laid down on it and closed his eyes for a few minutes.

Uptown

(seven hours later)

The Young Justice team were doing a patrol of the city in case anything strange happened. Ever since Electro told them of his boss they had been doing more patrolling in case this boss struck again.

So far nothing out of the ordinary had happened and they were doubling up their patrols to keep it that way.

"I still don't get what sick freak could benefit from attacking a city with a virus." Said Wonder girl

"You never know some people may just be doing it for fun." Said Superboy

"I know and it disgusts me." Said Kid Flash

They continued their patrol until they saw an explosion.

"That came from a few blocks from here." Said Robin

"Batboy contact the league this may be the boss showing himself. Lets head out now." Said Aqualad

They moved on, Batboy telling their coordinates to the league as they reached the explosion. The explosion happened at a safe zone and from the looks of things it had been bombed quick and without mercy.

"What monster does this?" asked Artemis

"That would be me." Said voice above

They looked up to find the Green Goblin on his glider, holding on to pumpkin bomb.

"Who are you supposed to be?" asked Kid Flash

"I'm the Green Goblin or as you know me the 'monster' who destroyed that safe zone." Said Goblin

"Why would you do something like that! There were sick people in there who couldn't fight back!" shouted Artemis

"I did it to get your attention hot head. I am here to fight the Justice League but I guess you sidekicks will do." Said Goblin

"Don't call us sidekicks." Said Superboy

"I could call you children but I think that doesn't cut it anymore." Said Goblin

He laughed and threw a pumpkin bomb at them but they all dodged before it could explode on them. They soon started their clash with the Green Goblin.

Elsewhere

Peter had woken up and checked his watch which read 7: 30 and decided it was now or never. He got up and soon hid body was surrounded by black ooze and soon it took shape to reveal a black spider suit with a white spider on his front and back, as well as white sockets and white squares on his fist. Peter then stepped out of the door to the warehouse and closed it behind him before jumping on to a nearby rooftop and slowly making his way to Oscorp hidden in the dark of night.

'Hopefully,' he thought 'I can end this before it even begins.'

Wow I typed more than I thought. This will be probably two or three parts depending on how long I decide to make it.

R/R people, tell me what you think and don't forget to stay tune for more. Have a nice day.


	2. Chapter 2

Path of a Spider

Disclaimer: I don't own anything related Marvel or DC or any other franchise.

Imagine to my surprise when I find my Inbox filled with followers for this story. Thank you for reading and following and to those who commented two things:

1. There will be a Venom Transformation I've been saving it for the right moment.

2. Not to spoil much but Spider-Man wasn't in retirement to say so much as he was in hiding and he came out of hiding to stop Goblin. Other than that his past will probably be explained in the future.

Part 2: Out with a Bang

December 11

Washington D.C

BOOM!

The Green Goblin threw another pumpkin bomb at Young Justice who dodged yet again to avoid the explosion.

"Don't worry the funs just beginning to start." Said Goblin

His gliders mouth opened up to reveal a machine gun which opened fire on the team until Robin threw down a smoke bomb. Goblin searched through the smoke but he couldn't see anyone until Superboy leaped from the smoke and headed straight for him readying a punch. He threw it at Goblin who simply caught it with one hand, shocking Superboy as Goblin held him up in the air.

"Your only half kryptonian and not nearly as strong as Superman. So I can actually fight you with my bare hands," said Goblin with a devilish smile.

He punched Superboy hard in the stomach and repeated until an arrow came and he had to drop Superboy to dodge. Superboy was caught by Miss Martian who brought her hand out to stop him just before he hit the ground. She set him back on his feet and Superboy clutched his stomach breathing a little hard.

"Are you okay?" asked Miss Martian

"Yeah that last one just hurt a little." Said Superboy

The smoke cleared and Goblin saw the rest of the Young Justice team ready to fight.

"So this how you want to play. Very well then I could always use a good show." Said Goblin

Artemis fired an arrow at Goblin but he simply moved out of the way and shot from his machine gun. He watched as the team scattered and suddenly felt himself become very still, looking around he saw Miss Martian with her hand up immobilizing him.

"Very tricky dear but not tricky enough." Said Goblin

His glider then suddenly dropped a pumpkin bomb and it landed by Miss Martian. The bomb opened up and started spewing out fire making her back away from it and dropping her powers. Goblin smiled when he felt return of his body again but his smile faded when he saw Artemis aim at him with an arrow.

"You think you shoot me down don't you?" asked Goblin

"No, I know I can shoot you down." Said Artemis

Goblin smiled and fired at her only for his bullets to be blocked by Wonder girl who used her bracelets to block the bullets until they stopped.

Superboy got Miss Martian away from the fire while Robin and Batboy put it out by throwing some extinguisher pellets.

"Tell me are you the one Electro calls 'boss'?" asked Aqualad

"Not exactly, while I may be higher than Electro on the food chain I'm not exactly the one in charge." Said Goblin

"Then who is the big man in charge?" asked Kid Flash

"That's the one thing I won't reveal just yet. Its ruins the mystery when you know this early who's in charge." Said Goblin

With that he threw another pumpkin bomb at the team but Artemis shot it making it explode before it could reach them.

"You children are certainly most troublesome." Said Goblin

"Then wait until you get a loud of us." Said Flash

Everyone looked to the Justice League down the street. Batman, Superman, Flash, Manhunter, Aquaman, Wonder Woman, both Green Lanterns, Hawkman and Hawkwoman, Green Arrow and Black Canary were all there looking at the Green Goblin.

Goblin however just smirked and let out a laugh. "To think I thought you wouldn't show up. Glad to see you can make it."

"We aren't ones to miss a party." Said Green Arrow

"Well I'm afraid you just miss this one." Said Goblin

He laughed as his glider then fired off a bunch of bombs from its wings, the bombs detonated creating a big explosion. The smoke from the bombs covered the street and when it cleared a big green dome appeared to be covering everybody until Hal and John put down their arms and the energy from the rings to the dome disappeared.

"Who was that guy?" asked Wonder Woman

"We just meet the guy and already we barely know." Said Kid Flash

Elsewhere

Peter had made it to the Oscorp building and snuck in through the building until he reached Osborn's office. He went over the computer and started hacking into its files.

'Let's see if those hours at the Bugle changed my hacking skills.' Thought Peter

He found a few simple files, mostly ones for new technology and then he came across ones for the Oz suit that Osborn had sold to the public. He went into the files and found that there were a few peculiar things about it.

'It's effects are nearly that of some sort of cocoon for something to come out,' Thought Peter as he read more on it.

Deciding not to take the risk of getting caught Peter then saved important files on a flash drive and decided to come back tomorrow when he saw that Oscorp employees were at safe zones. He couldn't risk going anywhere more tonight with the chance of the security possibly finding out that the systems are in a loop.

With that he saved the files and then went out through one of Osborn's office windows closing it silently behind him as he left.

Tomorrow he would find what he needed to end this.

December 12

_The scientists watched as the boy trained with top notch assassins and was able to not only hold his own but defeat them._

_"His skills are improving much more than anticipated."_

_"Yes and it's a shame that we have to merge him with V3."_

_"V3, on what orders?"_

_"From the man who pulled us in here that's who." _

_"Ugh. V3 is still needed for further testing and we're not even sure if this boy can handle it."_

_"I'm not sure about that. If he can take down the best assassins we could find then maybe he can handle the suit."_

_"I'm still not so sure about this."_

_"It's either this or we lose our jobs, which do you prefer?"_

_"…Fine against my better judgment I will help with the procedure."_

_"Good, we just have to prep V3 for one last adjustment and then we can begin."_

_"You know as well as I do that this might hurt him beyond our control."_

_"I do, but I try not to think about that."_

Peter woke up in a slight daze as he recollected his thought. His dreams had been getting more and more personal lately and he hadn't had dreams like those in years.

'I just have to stay calm and focus. I can end this today if I try.' He thought

He was laying on the air mattress, his mask was retracted and he was still in his suit. He clutched his head and closed his eyes thinking back to happy memories; the first time he kissed Mary Jane, his first ever birthday party and the time he took Ben to the park. These thoughts made him smile and open his eyes to what he had to do. This wasn't just for him this was so that whatever was happening here didn't carry on to them.

'For all of them,' thought Peter as his mask formed back over his head and he walked out of the warehouse to put an end to it all.

December 12

Oscorp building

The Justice League along with Young Justice walked into the Oscorp building at exactly 6:30 for a meeting with Norman Osborn who had contacted them last night ad requested an emergency meeting with them in the morning.

"Can't believe we had to get up this early." Yawned Kid Flash

"Think of it this way; he wouldn't get us this early unless it was important." Said Robin

"It better be." Said Batman

BOOM!

The building shook as an explosion ripped from within.

"That came from upstairs." Said Green Arrow

"Osborn could be up there." Said Superman

Without any hesitation they rushed upstairs to the explosion, Flash and Kid Flash checking every room while Superboy and Superman used their x ray vision to see if anyone was hurt.

"There's someone upstairs." Said Superboy

They rushed upstairs to help just as another explosion erupted in the building.

1 hour earlier:

Peter had arrived at Oscorp and had snuck in through a different way just to be safe. He made his way to the downstairs labs and found a large erupted area filled with equipment and computers.

He went to the nearest computer and used it to find out what had been worked on before it had been shut off. Apparently the scientist here forgot to log-off from his account so Peter was able to get in easy. He found notes detailing of a cure but from what he read it was similar to the Oz suit only more or less like the Venom suit.

'This so called 'cure' will only make people worse! It might even cause….that's what he wants!' thought Peter

Then his head started to tingle and he jumped out of the way as a knife was thrown at the computer and it the screen. Peter turned around to find the Green Goblin standing in front of him with a devilish smile on his face.

"The computer screens in the facility will fall for hackers but the ones in the office won't exactly be hacked so easily." He said

"You I thought this was too easy to come back a second time." Said Peter

"I thought this would be a much simpler plan than I thought but it turns out surprises are coming from more than just me." Said Goblin

"I don't know what you're planning but I will stop you." Said Peter

"Oh, really, I see your suit has changed S1." Said Goblin

"I'm not S1 anymore nor am I some little project you can control again," Said Peter "I am Spider-Man."

"Oh that's rich. You give yourself a superhero name and you think your one of them. Don't forget what you were trained to do." Said Goblin

"I don't care what I was trained to do, I make the decision on how to use my power and that's stopping you." Said Spider-Man

Goblin let out a hard laugh. "That's hilarious! You think you can stop me? I have just begun to take over this city and soon it will be mine." He said "I'll admit it's a surprise seeing you here but you can't even begin to try to stop me."

"We'll just see." Said Spider-Man

He sent a punch at Goblin who dodged and sent a kick that Spider-Man blocked and was met with a punch to the stomach; Goblin grimaced but punched Spider-Man in the face. Spider-Man then sent a kick to his side but it was blocked and then kicked Goblin in the head. Goblin jumped back to avoid the hit and landed a few feet away.

"You're not bad, so you have been training all these years." Said Goblin

"I had to just to be ready in case you thought I was still alive." Said Spider-Man

"Regardless of your training you still can't hope to stop me." Said Goblin

He pulled out a pumpkin bomb from his satchel but before he could throw it Spider-Man webbed his hand.

"Sorry but it's a little too early for fireworks." He said

Goblin tried to remove the web from his hand but was having some difficulty which gave Spider-Man enough time to punch him in the stomach and kick him the chest sending him back into a computer which broke on impact.

Spider-Man walked over cautiously to the smoke coming from the now destroyed computer and saw the Goblin was gone. He looked around until he felt his spider sense tingle.

"Here," Said Goblin as he kicked Spider-Man in the back making him almost fall until Spider-Man flipped and faced himself forward.

"You certainly haven't been slacking off either." Said Spider-Man

"To help execute this plan I had to make sure that I myself was in shape to carry it out." Said Goblin

He tugged at the web and pulled it off, freeing his hand.

"Looks like this place could use a little warming up." He said

Spider-Man felt his senses go off so he jumped up missing the glider as it came to Goblin and he hoped on. He threw the bomb in the air and it exploded making a hole in the ceiling.

"I think it's time for some redecorating, I am getting tired of this place," Said Goblin as he pulled out a detonator and hit the trigger and the building shook.

Spider-Man still stood as the building shook slightly and watched as the underground lab started to crumble. If he didn't act fast he would be buried alive under all this rubble. Before he could try to get away the Green Goblin showed up and grabbed him by the neck and they both went through the hole.

"Looks like you're taking the elevator ride up Spider-Man." He said

Spider-Man then punched him in the stomach and the two started fighting while both of them were on the glider. They continued it until Goblin pulled out another bomb but Spider-Man mad it fall in the wall resulting in them both getting sent back from the explosion.

As soon as they both got up Goblin jumped on to his glider as the building shook one more time.

"Why are you going out of your way to destroy this building?" asked Spider-Man

"You're missing the point severely Spider-Man but you'll get it soon." Said Goblin

"Enough of this, tell me what you're planning on doing now!" demanded Spider-Man

"Well let's just say that it's under wraps for now." Said Goblin

"Under wraps, what's under is that lab that's destroyed." Said Spider-Man

"Exactly and you failed in your little mission." Said Goblin

"I wouldn't say that exactly." Said Spider-Man

"But you did. Osborn is still standing and you couldn't take him out yet." Said Goblin

'Weird,' thought Spider-Man 'Why would he say that?'

"Isn't that right boss?" said Goblin

That's when Spider-Man heard the doors come flying open and saw them…. The Justice League and Young Justice standing right there and him in plain sight, Goblin must have known they were coming!

"Oh it looks like the heroes have come to stop your little 'plans' for today," said Goblin "I guess there is always next time Spider-Man."

With that he laughed and threw a flash bomb in the air but Spider-Man was quicker and grabbed him, making them both fall to the crumbling floor. When Spider-Man came to he noticed the Goblin had already ran down the hall and gave chase down a hallway to what he guessed was the main office. In the office he found not Goblin but Norman Osborn, in a fancy suit and a smug look on his face.

"If you're looking for the Goblin you just missed him." He said

"No I found him and his project," Said Spider-Man in a fit of rage he grabbed Norman by the neck in one hand and punched him in the stomach in the other.

"I don't know what you're talking about," Said Norman his face in a frown.

"Cut the crap Osborn! I saw what you were working on down there and I won't let it happen." Said Spider-Man

"Oh you will huh? Well I'm curious to see exactly how you do that." Said Norman

"I will stop you no matter what it takes," Said Spider-Man as he drew back his fist.

"If you're going to stop me from giving the cure you're going to have to kill me." Said Norman

Spider-Man stopped and thought about it, he could kill him and the problem would be solved but..

"Put him down." Said Batman

Spider-Man turned his head to see that the heroes from upstairs had caught up and from the looks on their faces they weren't too happy to see him.

"You don't understand." He said

"I think I do understand; you're this so called boss that hired Electro and Goblin." Said Batman

Before Spider-Man could speak Norman decided to add in his two cents; "He also tried to shut down my attempt to make a cure."

Spider-Man could practically feel the hate in the room directed towards him and he knew that he had to get out of here and fast. Luckily he had one trick up his sleeve.

"You want him you got him," he said as he tossed Norman to the floor and a flash bang, something he nicked from the Goblin's back during the fall. He then jumped up the hole and made his way to the window to escape.

"Not so fast."

Spider-Man turned around to find Flash and Kid Flash behind him just as he was at the edge of the window.

"You make one move and we'll move quicker." Said Kid Flash

Spider-Man could hear the sounds of the others coming and knew he had to come up with something. Then he it came to him that they weren't expecting him to go through the window.

"I know you would grab me before I could move over you guys. But that's not the exit." Said Spider-Man

"You must crazier than you look because it's the only exit." Said Flash

"You need to use your imagination more often." Said Spider-Man

With that he jumped out of the window and to his luck the glass had been destroyed from the explosion and while he was in the air he slung a web at the nearest building and swung away. He took a different route and stopped at a nearby alley and waited to see if anyone was following him. After a few minutes of silence he couldn't hear anything so he started moving again taking only dark corners and staying hidden from view until he made it back to the warehouse. He checked his body and was grateful not to find any tracers on it.

He laid down on the air mattress and mentally started kicking himself over and over again muttering 'Stupid' to himself. He got caught and what's more they thought he was the bad guy! It's like increasing the difficulty in some sort of game but form easy to hard just before the player can even get started.

His chances of coming out of this in one piece was looking slim but right now he had to wait for the heat to go down before he could move.

December 13

Mount Justice

"I've searched the computer over a dozen times," said Batboy "Yet I still can't find anything on this Spider-Man guy."

"You searched everything?" asked Aqualad

"Yes everything from public identities all the way to criminal records and there's nothing on this guy." Said Batboy

The Zeta tube activated and Superboy, Robin and Kid Flash came through.

"We searched the through uptown and yet we couldn't find a trace of him." Said Robin

"What about those webs you claimed he used KF when he jumped out of the window?" asked Artemis

"Ha-ha I know what I saw while Flash went to the ground to catch him when he fell. I checked where he used those webs but I couldn't find any." Said Kid Flash

"If he used webs." Said Robin

"I know it sounds crazy but I saw him use webs to escape." Said Kid Flash

"Regardless of how he escaped and it's become top priority to catch him." Said Aqualad

"He tried to stop Osborn from delivering a cure to the public what could he gain from that?" asked Miss Martian

"He's a monster plain and simple." Said Superboy

"Which is why we have to catch him as soon as possible." Said Wonder girl

December 13

Washington D.C

Peter had remained in hiding for the rest of the day waiting until it was night the next day to move out. He knew that he would be sought after if he was spotted so he had to be cautious as he moved. He shifted back into his suit and headed out into the night, deciding to strike at one of Oscorp's many shelters for those without homes who need shelter for the virus and those infected can be treated.

Spider-Man was quiet and stealthy as he moved in through the darkness and climbing on walls, avoiding open areas where he could be exposed. He reached his destination after a few minutes of careful but quick moving. He checked the area twice before heading over to it and snuck in through the ventilation shaft on the roof and made his way to...an empty hallway.

The lights weren't even on and Spider-Man checked a few rooms to find the place empty and void of life.

'This place doesn't look like anyone's been in it for days,' He thought as he made his way to the basement.

He looked to find the basement was filled with unused supplies and clothes that were never even taken out of the bags. He found a false wall in the back and opened to reveal a secret mini lab with a large computer. He walked to the computer and turned it on, finding it to be one of few other computers in the area.

'According to these files the people who came in were moved somewhere else for extra care,' he thought 'it doesn't say what happened to them and it doesn't say what extra care they needed.'

He knew he couldn't waste time so he saved files on a flash drive and decided to look for more information that could pin point were Osborn is keeping the antidote.

"I hope you're enjoying yourself Spider-Man." Said Goblin

Spider-Man turned around to find no one there and he scanned the room before going back into the basement to find no one.

"You can't see me but I can see you. Trying to get into my files are we? Well not anymore let's see if you're as good of a runner as you are a hacker." Said Goblin

"Self destruct sequence initiated, 15 seconds," Said the computer as it started counting down.

Not wasting anytime Spider-Man ran out of the basement and through the main hall way but the main exit was soon blocked.

"Let's see you get out of this one Spider-Man." Taunted Goblin

Spider-Man then ran up the stairs and right before the computer could say 1 he jumped out of the window as the building exploded and web slinged on to the nearest rooftop. He turned around and watched as the building became a bunch of ruble on the ground. Realizing he had to move in case that drew the attention of anyone nearby he decided to head over to another shelter while he still could.

He quickly spun to the nearest shelter which was only a few blocks away from the other one. 'Man these things are a regular Starbucks,' Thought Spider-Man as he landed on the roof of the building. He checked the perimeter again but just as he was about to climb in through the ventilation system his spider sense was tingling and he jumped up just as explosion came from within the building. He web slinged over to another rooftop just as the building became a pile of ruble.

'He was planning on me to go to another shelter… he wanted me to.' Thought Spider-Man

He then turned around to see Hawkman and Hawkwoman flying over to him at high speeds. 'I don't think becoming bird food was part of my plans for tonight,' He thought as he ran and started to leap from rooftop to rooftop.

His spider sense tingled and he barely dodged the punch from Superboy when he came from the side at him. Spider-Man only rolled out of the way and continued to leap through rooftops in the suburban area. He knew he couldn't keep this up for long as he leapt to another rooftop and before he landed he felt his spider sense go off causing him to land out of the way of the net that was about to trap him. He looked up to see the rest of the Justice League and Young Justice appears on the rooftop possibly having been waiting for him to appear. Hawkman and Hawkwoman landed on the roof along with Superboy surrounding Spider-Man.

Spider-Man had to admit that this was pretty planned out.

"You have nowhere else to run, just save us all the trouble and give up." Said Wonder Woman

"We can do this all night and you may be able to run you can't hide." Said Green Arrow

"Either way we can still catch you pretty quickly if we needed to." Said Black Canary

Spider-Man looked around finding himself surrounded on all side which meant he had to pull a cheap trick to get out of this one.

"To think little old me could cause this big of an impact on you guys, that makes me feel all tingly inside," Said Spider-Man "So as a token of gratitude for this surprise party."

He then formed a web ball in his hand the size of a soccer ball and jumped into the air. "I made you something special," said Spider-Man as he threw the web ball on threw it on the ground, causing web fluid to stick everywhere.

"What is this?" asked Wonder Woman

"It's a web, you know the kind spider's make," said Spider-Man as he back flipped in the air to another part of the rooftop as the others tried to remove the web form their bodies. "I love to stay and chat but I think you're all caught up in a sticky situation." He said

With that he web slinged away from the group as they all started to get the web off of them and continue the pursuit. Spider-Man turned a corner just as his spider sense tingled and he clung on a building to avoid an arrow that just missed him. He turned to the side to see he everyone was running after him and decided to be best to lead them to an area where he could lose them quickly.

He begin to web swing looking for an area that he could lose them at from above until he spotted a building scheduled for demolition and headed there.

'I got only one chance to escape.' He thought

He swung over to the building and landed crouched on one side while both the Justice League and Young Justice pulled into the parking lot looking at him.

"I still don't get why you would go through all this trouble to get me." Said Spider-Man

"For starters you're the one who hired Electro and Green Goblin to cause panic." Said Batman

"You also tried to kill Osborn and stop him from making the cure." Said Batboy

"Just a half hour ago you blew up two shelters with innocent people." Said Robin

"So yeah you made our most wanted list in about a day." Said Flash

"I'm going to say this right now but you have the wrong guy." Said Spider-Man

"Sure we do." Said Kid Flash

"Do we look like we were born yesterday?" asked Artemis

"It was a worth a shot." Said Spider-Man

He then jumped up and used his webs to pull himself into the window of the building. The others followed suit. The building was dark and parts of the wall were missing as well as the doors. Spider-Man held out in the dark, making little noise and looking for a way out. He silently moved from one floor to the next to see if he could get out through the roof and lose them In the building.

His spider sense tingled and he stopped near the wall in a dark corner as he saw Kid Flash and Aqualad walk in. They looked about in the room and seemed to be talking to each other with the way their faces moved.

'Miss Martian or Manhunter must have them on mind links.' Thought Spider-Man

They were getting closer to him so in order to divert them to another location he eyes the ground and eyed a rock. When they weren't looking he kicked the rock so it traveled past a broken wall and into another room where it made a loud clunk. Aqualad and Kid Flash then moved to that direction while Spider-Man moved out making his way up.

As he kept moving he saw what looked like half of the ceiling to be cut off.

'Finally the way out,' he thought until his spider sense kicked in. 'Aw come on.'

He jumped on the ceiling just as a batarang was thrown at him. He looked to see Batman standing there possibly having alerted the others through the mind link.

"Let me guess you figured I would be heading to the roof to escape and you contacted the others through the mind link." Said Spider-Man

"How did you know about that?" asked Batman

"Lucky guess." Said Spider-Man

He webbed at Batman's feet before he could move and tried to make it outside until he heard the others come from behind him.

"You guys can move quickly when you sure want to." Said Spider-Man

"Hey, I take offence to that." Said Flash

"Me too." Said Kid Flash

"I didn't want to have to do this but I have no choice," Said Spider-Man as he raised his arms. "Your best options are to go through the sides not the bottom or the top," He said as he webbed a pillar and pulled it out slamming it into other pillars causing the building to collapse. Not wasting anytime the Justice League help made sure Young Justice and they got out alive as the building collapsed.

"Is everyone okay?" asked Superman

Everyone nodded their heads.

"Where did Spider-Man go?" asked Batboy

"He must have gotten away after he brought the building down." Said Black Canary

True Spider-Man had escaped after he brought down the last pillar jumping high into the air and swinging to the next building as soon as possible. He didn't leave until he saw the others get out alive and make sure he didn't have a tracker on him. He swung back to his little hideout and his face mask retracted as he lay down on the air mattress.

He laid there for a good minute before getting up and going over to the laptop he brought with him and turned it on. He pulled out the flash drive kept in a pocket his suit made for him and placed it in the laptop to check out the files he downloaded. He clicked on the files and saw that they were basic people who checked in to the shelter but it described their conditions of the virus.

'Let's see, subject requires more dosage of Oz… why would they use Oz?' thought Peter

He checked through the files to see that those were perfectly fine were even made to take Oz as what its described as an experiment to fully fuel suits.

'Did Osborn spread the virus in the beginning? I can't access the Oz files this information only has the basic information,' Peter thought typing away. 'I need to find out more about Oz but I can't go out again, I just have to wait out a day.'

With that Peter turned off the laptop and went to sleep on the air mattress.

December 14

Washington D.C

Norman Osborn sat in his chair behind his desk going through his schedule for the afternoon. He had little things to do besides make sure that the cure would be delivered to the public and then he would be in control. But things were getting complicated because the sudden return of Spider-Man and how he had caused his plans to take a different turn on the the route he had planned. He had hope that the Justice League and their sidekicks would have caught him by now but he has yet to hear that from them, then again he wasn't surprised that they hadn't caught him project S1 or Spider-Man as he would rather be called now was trained to be able to escape from tough situations.

That meant he had to call in some tough services.

Grabbing his cell phone he dialed a number and waited for the person to pick up.

"Hello."

"It's me, I have job for you." Said Goblin

"I thought you wouldn't need me until a few more days."

"Well something's come up and I need you to take care of it."

"How bad do you want me to take care of it?"

"I want you to knock it unconscious and bring it back to me."

"That's no fun."

"If anyone else shows up you can kill them."

"Now you're talking, so who is the target?"

"You met him before but now he's called Spider-Man."

December 15

Peter had waited out the day looking over the files and organizing them into evidence. He knew that Norman had more planned out for him but was staying on the side lines while the Justice League ran around thinking he was the one responsible for the virus.

Taking a deep sigh he realized he had to cripple him somehow at least enough to slow him down so he had time to find a way to take him out. Peter felt his suit surround his body as he left the warehouse and moved through the dark.

He decided to go to a building address that had been used in the files as 'holding cell'. It took him 20 minutes to reach the building which was somewhere in the middle of uptown and fount it to be a rundown clinic. He carefully went through the front doors and found the clinic to be as rundown as it was on the outside. He looked around the building finding nothing of value.

'This place is empty. Why would it be in the file?' he thought

As he made his way to the back he found the door to be surprisingly closed which was odd since all the other doors were open. With a little force he opened the door and found a room filled with lab equipment a lab tables. Knowing this would be useful Spider-Man pulled out a square like device and took pictures of what he saw. He found a cage that had what looked like dried blood on it and research notes detailing specimens and their reactions to douses of the Oz.

'Oz… these subjects were recorded to have the virus and they just gave them Oz with different results,' Thought Spider-Man. 'Did Oz speed up their results or was it to stabilize them?'

He looked through the notes and found another address on it labeled 'Failure'. He made a mental note to check out this address after he got done here.

Finishing up he made his way out of the clinic and decided to head towards the address he found in the notes.

'Looks like a quiet night out tonight.' He thought

CRASH!

'Me and my big mouth,' He thought

He looked down on the streets and saw a hole on the side of the building. He heard another set of crashes and followed the noise to what appeared to be a car dealership. He landed on a red car and looked around for who he was following.

"Okay whoever you are I know you here and not looking for a decent price on a pre-owned convertible." Said Spider-Man

Spider-Man felt his spider sense tingle and he ducked as truck went sailing over him; he got back up just as someone made his way over to him.

"I see your telling jokes now that's rich," Said voice as he stopped a few feet away from Spider-Man.

The person was a male and was best described as a muscular man. He was tall a few inches over Spider-Man and had muscles that the eyes could see making him has hard as a brick wall. He wore a gray suit from head to toe that had the head of a rhino on top of his head with sharp pointed horn on his forehead. His face was shown to reveal a grin and animalistic black eyes.

"Rhino." Said Spider-Man

"Glad to see you remember me after all these years. You certainly changed from a little pest to a bigger pest." Said Rhino

"You certainly changed to; you look more like an animal and you almost smell like one." Said Spider-Man

"Well you have certainly changed but like the insect you are I'm going to squash you." Said Rhino

"Technically speaking I'm an arachnid, or are you losing more intelligence since you first put on that suit." Said Spider-Man

"You'll be losing your head for that crack," Snarled Rhino as he charged at Spider-Man who jumped out of the way.

Rhino stopped himself before he could crash into a car; he looked over at Spider-Man before charging again at him. Spider-Man then webbed him in the eyes before jumping up and kicking him in the back making him stumble.

"Where are you bug boy!" said Rhino as he tried to remove the webbing from his eyes.

"Right here," Said Spider-Man as he punched Rhino in the face making him fall to the ground.

Rhino peeled of the web from his face to see Spider-Man standing over him. "I don't have time for this Rhino just tell me what Goblin is planning." Demanded Spider-Man

"I'm not a snitch." Said Rhino

"Think of it as an exchange of information." Said Spider-Man

Rhino swung out his leg and Spider-Man moved out of his reach as he got back up. Rhino looked at Spider-Man as he balled his hands into fists.

"Even today you still make me mad like you did back then." Growled Rhino

"I know, to think after all these years I still got it." Said Spider-Man

Rhino picked up the nearest car and threw it at Spider-Man who barely dodged the car as it went into the street. Spider-Man was then hit in the stomach from Rhino who took the time to charge into him after he threw the car making Spider-Man land on his back. He got up when he saw Rhino about to charge again but waited for him to get close so he could sweep him in the legs and make him fall into a car which was flatten instantly under his weight. Before Rhino could move Spider-Man grabbed his leg and spun him around in a circle releasing him into another car.

Rhino got up grabbing his head as he did so, just as Spider-Man webbed him up to a wall.

"I can see another thing hasn't changed either and that's me beating you up." Said Spider-Man

"Laugh it up now Spider-Man but pretty soon you won't be laughing for long." Said Rhino

"What would you know that could stop me from laughing?" asked Spider-Man

"I know the Goblin is going to unleash his army soon and you won't stand a chance," Said Rhino a smug look on his face.

"Oh really he has an army, I'm so scared," said Spider-Man mockingly.

"I mean it bug boy. He practically has half of this city under his control." Said Rhino

"Half the city, how is he spreading the suit so far?" asked Spider-Man

"I don't know but I do know that not you or those heroes can stop him." Said Rhino

"How is Goblin supposed to stop the Justice League when I'm pretty sure they have him beat despite his army?" Said Spider-Man

"He wouldn't tell me but I bet my money that he's got a plan to stop them too." Said Rhino

"Well I'm not a gambling man but I know a losing game when I see one and you Rhino just lost," said Spider-Man as he turned to look over in the sky. "Speaking of heroes here they come now, I trust you can explain to them what you know." He then swung away from the scene as Young Justice arrived to find Rhino stuck to the car dealership building.

"Where do we find these guys?" asked Kid Flash

December 16

After a good hour of removing Rhino from the wall he was incarcerated and kept In a cell that could help contain a person his size and strength. His questioning had been done in under a few minutes but had been waste from his lack memory. He claimed he had been hit on the head too many times.

For now he was in his cell which coincidently was right next to Electro's…

Norman Osborn had announced his scientists had finished making a cure for the virus. It was to be distributed in a few days to so they can make enough for the entire city and the county in case the virus hadn't been completely contained.

This news had brought great joy to the city and Norman Osborn was considered a hero.

Watching the news on his laptop Peter Parker watched Norman Osborn make his announcement and leave the podium to his car. He had run out of time Osborn had made his cure… but he could still stop it from being delivered to the public or else the suits will only manifest quicker than he had calculated.

He first went to the address 'Failure' had been on which was an abandoned super market and found what he assumed had been the location to where the test subjects had been taken if they didn't make the cut for the suit. Only they were all dead, skin rotting and their bodies looked like they had the energy sucked from them. Peter only counted half of the people from the list of those who had entered the clinics and found bodies wearing lab coats which he guest must have been the scientists.

'He must have killed them when he found no further use for them, still the same old Norman.' He thought

He took pictures of the bodies and found research notes detailing what had happened to the subjects. Some had been two exposed to virus or had been too weak to handle the suit and had perished under its pressure. Others had been put to sleep when they started to fight back or even refuse to take the Oz.

Peter felt something stir inside him but he ignored it in favor of thinking about how he was going to enjoy beating Osborn in the end.

December 20

It had taken time but Peter had managed to find out where the cure was being made and who was watching it. He found this out by following Norman's business reports online and watching were soldier activity had been going. It was being made in Oscorp labs a laboratory that had been set up in early December when Norman had moved out to D.C. to help fight off the virus a mile away from the city.

Peter spent some time observing the security and detailing when it would be right to strike. He found it to best to strike at 6:00 am when the security systems need to be turned off for about ten minutes for guard change. He guessed the security was laid back because they weren't expecting anybody to try to come inside.

This is where Spider-Man was now crawling high up on the ceiling making his way to the laboratory. He had easily snuck into the building and gotten through the guards who weren't really paying attention and the security system was off for a while. He made it to the laboratory and saw a giant machine making replicated dark blue formulas and placing it into glass containers.

He felt a tingling sensation from his suit as he got closer to the machine and when he moved to the liquid he thought he saw it move.

'This is a suit in liquid form and if people drink this then they will be under the influence of the suits.' Thought Spider-Man

He then went over to the machine keyboard and started to turn it off so it wouldn't make any more copies. Once that was done he went over to the machine and with his strength pulled it open and started messing with the wires until he moved them around to this liking. He then walked over the lab station and filled a glass beaker with water from the sink until it reached the top. On his way back he saw the T.V on the back come on.

'Security system is back online, good thing I'm almost done.' He thought but he did a double take when he saw the Justice League enter the building with Young Justice. 'They must be here in case I try to strike here, clever move, but their already too late.'

As he made his way to the machine he saw the liquid start move and try to come out of the container.

"Sorry pal but your too weak to do anything on your own." Said Spider-Man

He turned to the machine and poured the water on it causing an electrical fire. The machine burst to the flames and the liquid squirmed underneath the fire for a few seconds until it stopped struggling all together and slowly burned away. Spider-Man watched as the flames burned away all the liquid until he heard the fire alarms go on and he made a dash for the exit. He hid in a closet as he saw guards move to contain the fire and moved out when the coast was clear. He managed to leave the building in the confusion and thought that the fire might have spread from the machine. He was about to swing away to go find Norman but he was stopped when his spider sense started to tingle and he did a front flip dodging arrow and turned around facing the Justice League and their protégés.

'I should have known this was too good to be true,' Thought Spider-Man. "So I haven't seen you in a couple of days, it's a coincidence running into you here." He said

"No we've been watching this place to be sure you didn't try to sabotage anything." Said Batboy

"Well that plan certainly went down the drain." Said Spider-Man

"It won't be a total loss when we drag you to the authorities." Said Flash

"I guess were doing this song and dance again." Said Spider-Man

Just then the ground started to vibrate and the building opened up and out came a jet shaped like a glider.

"What the heck is that?" asked Superboy

"Your guess is as good as mine," Said Spider-Man then he felt his suit start to tingle and realized that there must be more of the cure on that ship. 'Leave it to Osborn to come up with a backup plan.'

"EMERGENCY DELIVERY IN PROGRESS," Said a computer voice.

The glider like jet started to move into the city and Spider- Man moved over it breaking into a run and then making a web to the jet and started flying along with it. He started climbing the web to get to the jet before the web was cut and started swinging to avoid falling. He saw that Superman, Wonder Woman, Wonder girl, Green Lantern, the Martians, Batboy Hawkman and Hawkwoman were flying after him.

He swung up high and shot webs after them which they dodged and continued pursuit. He looked at the jet and saw it turned around to face them and started firing missiles as well as using machine guns. Jumping on the missiles and avoiding bullets Spider-Man made his way closer and attached a web to the jet again and saw that it was also shooting at the others in the air. He knew he wouldn't get this chance again so he quickly got closer to the jet and made opening from a hatch.

Closing the hatch from inside he saw large containers of the suit and made his way the front to see that it was on auto pilot this whole time.

"I see you made it aboard Spider-Man." Said Goblin

Spider-Man heard Goblins voice from an intercom and realized he was being watched.

"I should have known better than to think those heroes would to be able to stop you. No matter now you will be eliminated." Said Goblin

Just then the plan started to swift as the auto pilot was turned off and soon it started to take a dive. Spider-Man raced to the controls and tries to pull up and barley succeeded as he continued t control the jet dodging a few buildings in the process. He felt the ship continue to fire from the outside and hit the acceleration button to make it go faster so it wouldn't hit the ones outside. He found turned off the weapons button and the jet shut off its weapons and he soon started to fall into an abandoned part of the city where Osborn was planning to expand. He crashed the jet into an abandoned lot and released a breath he didn't know he was holding in.

"Self destruct sequence initiated." Said voice from the jet

'Oh come on, I could have used this stuff as proof.' Thought Spider-Man

He made his way to the latch and had to force it open; outside he moved away from the jet and swung over to a building just as it exploded. He watched within the fire as the suits were destroyed in the blazing inferno and withered away into nothing.

'So much for plan B huh Osborn. Now I for your plan C I hope you included me beating you into next week,' Thought Spider-Man as he swung away to the direction of the Oscorp building. As he swung in the air he felt his spider sense and he let go of his web to avoid being hit in the face from a punch from Wonder girl. He released another web and swung over until he felt he was being followed by everyone.

He swung until he reached a tall skyscraper and was soon forced to the ground when he an arrow nearly hit his head. He slung a web and lowered himself to the ground to face the Justice League and Young Justice.

'It's not my imagination they are really mad.' Thought Spider-Man."I guess you guys aren't happy to see me." He said

"You're smarter than you look." Said Robin

"You destroyed the cure costing countless of lives to this virus!" said Green Arrow

"What I want to know is why you would do this?" asked Superman. "What would you have to gain from making thousands suffer?"

"You don't understand why I did it, but I had to or else things would have been made worse." Said Spider-Man

"No I understand your some kind of monster who orchestrated this whole thing." Said .Hawkwoman

"I didn't! It was the Green Goblin he's the one behind all this, he's pitting us against each other so he can accomplish his goals for Oscorp." Said Spider-Man

"Like were supposed to believe you." Said Superboy

"It's the truth, he is an employee at Oscorp and he's making sure that the cure only does harm to those who take it." Explained Spider-Man

"You sound like you need a one way ticket to Arkham." Said Batman

"This coming from the guy dressed as a bat. Look at this point I don't care if you believe me or not but I'm putting an end to this." Said Spider-Man

"At least were on the same chain of thought." Said Batboy

He saw them all get ready to fight and Spider-Man realized that he had no choice but to them and possibly slip away when he gets the chance. He gets into a stance to do the one thing he intended to avoid when he came here; fight the Justice League.

Spider-Man felt his spider sense go off and he dodged the lasso from Wonder Woman and kicked Wonder girl who was trying to go at his side. He webbed Superboy in the face and jumped away from being hit in the chest from Superman while using his head to jump higher in the air and avoid a batarang from Batboy. He then used a web to pull himself to the rooftop of a nearby building and came face to face with Kid Flash and Flash.

"Took you long enough to get here." Said Kid Flash

The two speedsters ran and Spider-Man couldn't see them anymore.

'Their moving too fast, I have to use my spider sense to fight them.' He thought

He felt his spider sense and blocked the punch to his face and the kick to his side, he then webbed the ground by Kid Flash stopping him in his tracks and punched in front of him hitting Flash making him fall to the ground and Spider-Man webbed his feet together.

He then jumped over to the next rooftop to the street below and saw Black Canary as well as Green Arrow and Artemis.

"I guess I came just in time didn't I?" asked Spider-Man

"You can say that," said Green Arrow as he readied an arrow along with Artemis.

"Don't worry we won't miss." Said Artemis

"I know I won't." Said Black Canary

As soon as Spider-Man moved two arrows came at him and he webbed them before they could reach him and they fell to the ground. Spider-Man shot webs at them but they shot more arrows to block the webs.

"I don't feel like removing your webs from my costume again." Said Green Arrow

"It's not hard to get them out." Said Spider-Man

He sent a web ball at Green Arrow and it exploded on his body making his right arm stick to his side. Artemis and Black Canary charged at Spider-Man and he stood his ground blocking and returning kicks and punches until he landed a blow on Artemis and knocked her a few feet away. Black Canary then jumped back and used her sonic screech on Spider-Man who quickly fired a web on mouth and kicking her in the head and webbing her up with Artemis.

With that done Spider-Man then we slinged for a block or two before his web was cut by a batarang and he landed crouched on the ground. He looked up to see Batman, Batboy, Robin, Aqualad and Aquaman.

"Seriously what does it take to get away from you guys." Said Spider-Man

"Pretty much nothing." Said Robin

"You have a better chance of dodging rain drops." Said Aqualad

Aquaman charged at Spider-Man and the two clashed with Aquaman punching Spider-Man in the stomach and Spider-Man kicking him in the face. Aqualad sent an electric charge at Spider-Man who jumped and web pulled him in the air, webbed up his hands and feet and threw him into an alley. He then webbed Aquaman to a wall and dodged the kick sent to him by Robin, grabbed his leg swung him in the air like a lasso and threw him into a charging Batboy and webbed them both up. He then turned to face Batman.

"I guess it's just you and me now." Said Spider-Man

"But in the end it won't end well for you." Said Batman

Batman threw down a smoke pellet and hid from Spider-Man's view, but when he went to hit him Spider-Man blocked his punch and retaliated with his own. The smoke screen cleared and the two sent punch after punch at each other. Spider-Man dodged a kick from Batman and sent a punch at his face but that was blocked as well. Eventually Batman noticed that Spider-Man was copying his moves as well as his stance and after the two simultaneously kicked at each other they did a back flip and faced each other in the same stance.

"That was fun but I have plans today," Said Spider-Man as he charged at Batman but instead of punching him he webbed his body up and crawled up the nearest building. He reached the top and Manhunter and Miss Martian fazed through the top in front of him.

"Sorry but I'm in a bit of a hurry here." Said Spider-Man

He moved around Manhunter avoiding his attempts to use his telepathy on him and made it through to the next building avoided the green light from the Green Lanterns and swung over to an empty city block were he felt his suit tingle.

'Here? But I thought I destroyed the cure.' Thought Spider-Man

His thoughts were disturbed when the whole Justice League and Young Justice came out and stood at the end of the street.

"You guys don't give up, I guess that's why no one ever gets away with anything." Said Spider-Man

"We aren't ones to give up and you are no exception." Said Aqualad

"You made it this far but you it ends here." Said Superman

"You can give up now and save yourself the hospital trip later." Said Flash

"I have too much accomplish today before I plan on going away but not to a hospital or a jail cell." Said Spider-Man

"Then I guess this is the final stand." Said Batman

Spider-Man then felt his suit tingle to the extreme and looked to see a group of average looking people on his right but he knew that to be false when he felt his suit feel otherwise.

"Everyone stay back its too dangerous here!" yelled Superman to the crowd of people.

The people still stood there not moving nor acknowledging that they heard Superman.

"Why aren't they moving? Do they want to get hurt?" asked Artemis

"Save your voice they aren't exactly normal," Said Spider-Man as he turned to the crowd. The others looked at him questioningly and yelled in protest as he shot a web at the people and some jumped out of the way while others moved away and crouched into an animalistic stance. Some even growled and screeched at Spider-Man.

"That's not normal." Said Kid Flash

"Exactly now get out of here." Said Spider-Man

'Why should we?" asked Superboy

"Because this doesn't concern you." Said Spider-Man

The crowd attacked Spider-Man who charged back and started punching and kicking them as well as blocking some of their assaults. He threw one off of his back and punched another one in the face and took a closer look at the man's skin and saw it start to slowly fade.

'These must be the missing people from the labs, they were exposed to the Oz too much and became lost in their suits control.' Thought Spider-Man as he kicked one away from his side and punched another and saw that they got back up but looked much in pain. 'They appear to very unstable and dying but the suits in them are making them fight.'

Another one came at his back but it was stopped from a kick from Batman and the rest of the team gathered around the crowd who started to turn their attention to them.

Spider-Man widened his eyes from under mask and webbed a line from the Justice League before they could fight the suit infected people. "No," said Spider-Man stepping to the front. "Your target is me not them I'm the one you want he sent you to fight me," He told the who turned their attention back to him.

Before the suits could attack he webbed them all to the ground by spraying a bunch of webs that expanded on impact when it hit their bodies. Despite being trapped the people struggle viciously under the web keeping up their efforts to try to attack Spider-Man.

"Stop struggling you're only going to speed up the process," Said Spider-Man but his warnings went unheard and the people struggled until they stopped moving completely and slowly stopped breathing. Spider-Man ran towards a guy and tried to get him to wake up but he couldn't feel a pulse and he watched as the suit within the guy slowly died taking his host with him and his skin becoming a reddish color before going to a pale blue. He stood up as the others moved to the people trying to bring them back to the world of the living but each one of them had pale blue skin a sign Spider-Man had seen once when he was a kid and had hoped that even back then he wouldn't see again.

"You can't save them it's too late they were too far gone." He said and they soon stopped their efforts. 'Osborn knew this was going to happen when he sent them after me,' thought Spider-Man as he clenched his hands into fists tightly. 'He knew they would die fighting me but he still sent them just to taunt me, but he did one thing. He made me angry.'

"What was all this? Why were those people like that and why were they after you?" asked Wonder Woman

"I can tell you now but trust me when I say you will find out later. For now you have to move these people, they deserve that much after their death." Said Spider-Man

"You're going to tell us everything now." Said Batman

"I don't have time for that!" Spider-Man found himself shouting, feeling his suit start to flare but he quickly calmed down. "I have to go and make sure that this ends today. To find out about what's going on watch your local news station," he said as he flew off and swung away disappearing a block away.

Well that was a long chapter. I started working on this a little each day and soon started spending more time with it. I hope you all enjoy this because the next one just might be the last part.

Don't forget to R/R and have a nice day.


	3. Chapter 3

Path of a Spider

Final part guys, I tried to make this as long as I could and fill in a few blanks. Thanks to those who followed/favorite this story and those who reviewed I enjoy reading your comments. I'm thinking about writing a sequel to this should I figure out where I want to take this in the future.

Disclaimer: I don't own anything related to Marvel or DC or any other franchise.

Part 3: My Power, My Responsibility

December 20

Washington D.C.

Spider-Man reached Oscorp, which was under construction at the time for destruction that had happened a few days ago. He knew Norman was still there possibly already scheduling a press conference to speak to the public about the delay with the cure. Spider-Man quickly climbed up the side of the building and entered through a window in an empty office and went to the nearest computer.

'Norman told me the security cameras in his office were kept on a separate network from the rest, if I can switch up the network maybe I can get into it,' He thought as he typed away at the keyboard until he could see into Norman's office. 'I'm in, now to see the broadcast satellites are still functional in Washington.'

Norman took the elevator up to his office, he would take the stairs but they were still in need of repairs. He doesn't regret the destruction he caused to his building but he wished he hadn't caused so much, they told him it wouldn't be fully repaired until mid-January. It didn't matter though, if all went according to plan then he would be in control of this city by nightfall and the Justice league as well as their little brats will be under his control if he could manage to attach those suits to them.

When the elevator doors stopped and opened he walked out to his office. Norman's thoughts then shifted over to Spider-Man, his old science project gone wrong.

'I didn't expect him at first but he's managed to be rather helpful to my plans by distracting the Justice League. It's a shame really I was hoping on framing Wilson Fisk for being in charge of this operation. Oh well, you make use of what you got.' He thought

Norman stepped into his office and noticed the lights were slightly dimmed, knowing he left them on when he left he stood on guard for the intruder whom he guessed was behind his chair which was turned towards the window.

"Show yourself, I know you're here." He called

"No need to get defense Norman, I just came here to talk," Said a familiar voice from behind the turned chair.

Norman felt his eyes go wide as he recognized the voice. "Jason Philip Macendales." He said

"Still as sharp as ever aren't you." Said Jason

"Sharp enough to know that you're dead, I watch the news." Said Norman

"How would you know I'm dead, I could of simply used a double. Regardless I see through your plan Norman" Said Jason

"I don't know what you're talking about." Said Norman

"I know how you used Oz to spread the virus and make it stronger." Said Jason

"You got the right idea but you don't have the concept yet grasped," Said Norman a smile appearing on his lips.

"The concept of what exactly, I know you spread the virus through Oz." said Jason

"I didn't just spread it through Oz, the ones who wore Oz didn't realize it but they themselves were spreading the virus. Simple concept really I added an additional layer on the Oz suit which would make the person healthier but at the same time it would realize bacteria in the air that would spread to those around the one wearing it." Said Norman

"Everyone practically wore those things." Said Jason

"Exactly, that's what made it so easy for the virus to spread. Stepping in to help I made it so that I could easily control the virus step by step through the days it was still developing," Norman said his smile wider now.

"You took in people who had the virus and those who came in thinking they had it and you used them to your advantage," Said Jason. "You treated them like animals."

"I treated them like test subjects, sure some them died like animals and others just had to be put down when they started to become immune to the doses of Oz they were given." Said Norman

"You killed lives in those shelters and you took away the humanity of those you let walk free," said Jason his tone accusing.

"No need to get so serious there 'Jason', I got what I wanted from those people and that was total control once the suit was implanted in them," Said Norman as he then move over to the bookshelf and moved a book back and the shelf moved up to reveal a secret room. "I only keep what is of use to me."

"So that's why killed the scientist once they did their jobs right?" asked Jason

"You're caching on quickly. The scientists were a potential guilt trip waiting to happen, one of them would have told someone and that would have been a bother so I had to remove them from work indefinitely," Said Norman as he was in the room doing something from the sounds of it.

"You knew the risks of running the suits on people who couldn't control them; much less suits that were too weak to even make a move on their own." Said Jason

"Yes, that's when I created the satellites to give them strength so they could move on their own. True some them killed their host on impact but those people who died were nobody important who would be missed. It took too long to make them evolve on their own so I had the cure made to speed up the process." Said Norman

"What of the Justice League, surely they would stop you if they found out." Said Norman

"I had that figured out the first time around. I knew they would do what was necessary to stop this virus if they found out someone was behind it. I had to make a few small calls and find a way to stop them from uncovering that it was me," said Norman as another noise was heard in the room.

"One last question; why did you keep the Justice League around for so long if you felt that they would discover you, Green Goblin." Said Jason

Norman then appeared from the room dressed as the Green Goblin a sinister smile on his face. "In order to stop them I had to put them under my control so I started to find ways to control them using the suits. In fact I was just about to make sure they would be infected once the cure was delivered but now I have new objectives in mind." Said Goblin

"Like what?" asked Jason

"Killing you who ever you are. I killed the real Jason Philip Macendales and his daughter. I know you aren't the real one, so tell me who you are and maybe I'll make your death quick and painless." Said Goblin

"I will but first I like to watch the news for the last time if you don't mind just to see what the world is up to for I go." Said Jason

The flat screen T.V on the left hand side on the wall came to live and news came on but when Goblin looked on the screen he was staring back at himself, with the deadline 'NORMAN OSBORN EXCLUSIVE!'

"What the…." Said Goblin

"Your cameras are on a separate network from the rest and I found a way to give this feed on them to the same satellites on the news stations. You finally got that big break in T.V like you wanted." Said Jason

"YOU!" shouted Goblin

"Yeah Jason Philip Macendales is dead and that mystery is solved on who killed him. As for you world we now return to your regularly scheduled program now in progress," Said Spider-Man and with that he turned off his voice disguiser, a gadget he had picked up from the slight detour he made at his hideout.

He got up from the chair and turned to face Goblin who looked like steam would come from his ears if that was possible. The T.V was now that of a shocked anchorman who was showing pictures of the inside of Oscorp shelters.

"Like them? I took them myself when I investigated your shelters. You should learn to check your scientists before you kill them otherwise they might have stashed some secret notes you wouldn't anyone to find." Said Spider-Man

Instead of Responding Goblin charged at Spider-Man to quick for him to dodge and they both went crashing through the window.

"YOU RUINED ALL OF MY WORK," Shouted Goblin as he punched Spider-Man in the chest with each and every word.

Spider-Man only laughed and grabbed one of the Goblin's fists before it could hit him. "I have to give credit where credit is due and I couldn't have ruined your plan without you," Said Spider-Man as he punched Goblin in the face and they both separated from the fall.

Spider-Man used his webs to swing down to the ground while the glider came and got Goblin before he could hit the ground.

"It's over Goblin your little plan is over and everyone knows it. Just tell me where the satellites are so this can finally be put to rest. "Said Spider-Man

"You think this is the end? FOOL! If I can't do this quietly I'll have to do it by force, the suits are strong enough to be used for combat. I'll take this city in ruins if I have to and I'll kill you when this all over." Said Goblin

They both turned to see dots appear in the sky heading straight for them and Spider-Man smiled underneath his mask when he realized who it was.

"Look it's your old pals the Justice League and I don't think they're here for me Norman I think they're here for the Green Goblin but wait that is you," Spider-Man said taunting him.

"Laugh it up now you fool but I will have my revenge." Said Goblin

"Not if I beat you to the punch," said Spider-Man as he swung over to Goblin and punched him in the face nearly knocking him off his glider.

"You'll wish you had stayed in that rock you crawled out of to be here, I'll make sure of that!" said Goblin as he glared at Spider-Man.

He then pulled out a flash bang just as the Justice League and Young Justice arrived and threw down before Spider-Man could web him up.

Spider-Man looked around but knew that he was gone and that he would be back.

'Sooner than I know,' Thought Spider-Man

He felt his suit then start to tingle and he looked to his right where he felt the tingle pull him in that direction like magnet. He was pulled out of his stupor by the voice of Miss Martian.

"I guess we all owe you an apology Spider-Man." She said

"I don't think I will get an apology from half of you but that doesn't matter. This isn't over yet the real action is just beginning so I suggest that if you want to put an end to this nightmare then follow me," He said as he jumped up on a nearby building and clung to the surface looking at them. "Look I know some of you may still not trust me but at least do this just to help the people you don't even have to look at me."

He swung away and the Justice League and Young Justice followed him into the city all the way to the center. Spider-Man had stopped on the roof of a nearby building and was looking down on a large population of people who were simply walking about as if everything was normal. Spider-Man felt the tingle in his suit react largely around this area and knew that Goblin was preparing for one final stand. He turned to see that the others had caught up and were looking over the edge to see what he had been looking at as well.

"Are these the same people you fought before?" asked Superman

"Yes, but their different and their stronger than the previous ones, I can feel it." Said Spider-Man

"How can you exactly feel something like that?" asked Artemis

"I can feel the suits through my own suit which allows me track them down." Explained Spider-Man. "I can also detect danger thanks to my spider sense, just a fun fact I'm putting out there."

"So that's why you knew when you were going to get hit." Said Aqualad

"Yeah, it comes in handy as well as other things I can do but now is not the time for that." Said Spider-Man

"One last question; who are you?" asked Batman

"You already know that I'm Spider-Man," Said Spider-Man like it was obvious.

"I mean who you are underneath that mask? We've never heard of you before so why would you out now." Said Batman

"I guess your x ray vision friends over there couldn't see past this suit and you couldn't find anything on me from any records regardless of how many times you looked. Knowing you it was probably over five hours until you gave up." Said Spider-Man. "As for your other question I have to answer that another time it looks like we have our hands full," he said pointing down in the streets.

Everyone looked and saw as the people crouched into the ground and was slowly surrounded by light blue and some pure white. Each person wore a different style of suit; some were simply faded light blue while others were a pure white and some were even a mixed of both. But every suit had what appeared to be no eyes and had a mouth that showed sharp row teeth. The suits roared into the sky as they were finally able to transform and they looked up the roof to stare at Spider-Man whom they felt a strange hostility towards.

"They have a weakness of sonic waves and fire but I'm not sure if killing the suit will spare the host so don't try it, these guys are however strong enough so that you can knock them out and they will remain unconscious but the suit will still be attached to them." Explained Spider-Man. "Under no circumstances are you to touch them if they are unconscious or appear weak they will try to bond to you and it will be a pain to get the suit of you so save me the trouble and be careful."

Everyone nodded at his instructions and they all leaped down to battle as the suits charged at them. Everyone was fighting a pair of suits who kept coming even after one was knocked down to the ground two seemed to take its place. Spider-Man pulled a suit that was about to attack Wonder girl from behind and threw it into a suit that was about to attack Artemis. He then started webbing up a few suits as well as knocking back a few that got to close.

'More people were infected than I thought; I need to find those satellites.' He thought

He saw Flash and Kid Flash speed through a crowd of them knocking them all on their backs but the suits got up and continued to attack them. Superman and Superboy were knocking back large crowds of suits but more seemed to be coming in whenever some fell and soon they started to get more viscous than before by either, scratching or ganging up on others. Batman, Batboy and Robin were in a circle fighting off suits that came near and even using batarangs in sync to stop small hordes from getting to close. The Green Lanterns along with Hawkman and Hawkwoman were striking form the air by either hitting large crowds form above or coming from the air and striking them down. Manhunter and Miss Martian were sending them back with their telepathy and pushing them back into one another while Artemis and Green Arrow shot them down with their arrows. Black Canary was with Wonder Woman and Wonder girl fighting them back with skill and sheer force.

Spider-Man knew there was more to come but then he felt his spider sense tingle and he jumped out of the way of the pumpkin bomb as it exploded into a suit that was getting close. Spider-Man looked up to see Goblin on his glider a smirk on his face and with his appearance the suits stopped attacking and stood their frozen.

"Glad to see you could join the part Goblin, I would hate to miss punching the guest of honor." Said Spider-Man

"Talk all you want but in the end you'll perish under the might of my suit army. No matter how many you take down more will come and eventually you will be over run and I will win." Said Goblin

"Even if we fall right here others will still come and stop you Goblin. No matter what happens next you still lose in the end." Said Spider-Man

Goblin growled and pulled out a knife from his satchel. "You won't talk so big if I cut off that mouth of yours." He said

With that the suits then started to attack again and Goblin then charged at Spider-Man who moved out of the way but grabbed on to his glider. Spider-Man then grabbed Goblin and pulled him off the glider on to a roof where he managed to take the knife from his hands and throw it in a corner on the roof. He then punched Goblin in the stomach and kicked him in the face making him fall. Goblin reached into his satchel and threw a pumpkin bomb at Spider-Man who ducked and the bomb went sailing onto the streets were it exploded away from the battle with the suits.

"You are persistent and crazy can't forget about that," Said Spider-Man. "You were always one to keep things going even when it was already over."

"You think that this is the same as those silly little battle simulations I put you through some years ago are the same as now," said Goblin "Now that I have a chance to conquer this world, if my suits can spread through enough people I can be in control of this place before New Year's."

"You are just full of yourself." Said Spider-Man

"At least I know when to watch my back." Said Goblin

Spider-Man felt his spider sense as well as hearing what sounded like a whistle of some sort and he jumped as the glider came at him with knives from the front that would have hit Goblin had they not stopped inches away. Goblin jumped on his glider and hovered over the air looking at Spider-Man.

"This glider is special you see it's attached to my mind so I can control it with a mere thought." Said Goblin

"That noise from the glider... You're using it as remote control for the suits. So that means that the satellite controlling them is somewhere in this city and possibly not far." Said Spider-Man

"You were always rather observant," said Goblin with a frown. "Unfortunately you're too late in your observation."

"Too late, I beg to differ about that." Said Spider-Man

"Oh really now, you seem to think you got the upper hand here just because you have those worthless heroes with you." Said Goblin "Let's see what happens when they get taken down."

Spider-Man heard that whistling noise appear from the glider and his suit started to tingle. He ran to the edge of the building to see that new suits had joined the fight and unlike the others these suits were red and there were a dozen of them.

"What's it going to be Spider-Man? Stop me or save your new found allies?" asked Goblin

'I can stop him but what if the red suits try to control the Justice League… I can't take that risk.' Thought Spider-Man

With that he leaped of the building into the battle field right as the red suits started to attack the Justice League.

'No other option. Let's see if all that training with my suit has paid off.' He thought

From Spider-Man's suit came three black tendrils from his back which he used to grab onto six red suits and pick them up with ease. He then made tendrils on his arms appear to swat away the other six and throw the ones he was holding into six different directions. On red suit tried to attack him but Spider-Man grabbed onto him with two tendrils while he was in air and threw him into a news paper stand.

'There's only one red suit I had to deal with in my life, I don't need any more.' He thought

He saw that the others were okay but didn't have time to worry about that when he noticed that the other suits were gone. He couldn't fell them anymore as if they had just gone into hiding and Spider-Man knew that if Goblin pulled his troops back it wasn't for a checkup. He found himself swinging away back to his hideout to pick up a few things. It took him a few minutes but he made it to the warehouse and soon found himself pushing over the crates and picking up the duffel bag Curt had given to him when before he left for Washington.

He then went over to his laptop and pulled out the flash drive he stored the information on. His camera was still at Oscorp it had been useful to get it and leak the images in the shelters during the broadcast. He slung the duffel bag over his shoulder and erased the files on his laptop before smashing it on the ground into pieces. He went over to his back pack and deflated the air mattress and set it in the crate. As he left the warehouse he couldn't help but think about how this was it, soon the Goblin would be no more and Osborn would be behind bars just as he should be.

It was one of those rare moments Spider-Man had been in where he wished _she _was here to see this….

_March 10_

_Ten years ago_

_Location Unknown_

_The scientist looked at the little boy sitting patently for her at the round table as she stepped inside the room. This boy had brown hair and piercing brown eyes he also seemed to be wearing a black suit of some kind that looked like it was made for combat._

_"Hello there, I've been assigned to be your new tutor." Said the scientist_

_"Hello miss, I'm S1 and I am here to learn what you have to teach me," said S1 his tone polite._

_"Polite little guy aren't you? Well they told me I'm supposed to teach you about chemistry but I understand that you already have an understanding of that right?" asked the scientist_

_"Yes they taught me about the chemical element but neglected to teach me anymore." Said S1_

_"I see and can you tell me a bit about the chemical element?" asked the scientist _

_"The chemical element is a pure substance which is composed of a single type of atom, characterized by its particular number of protons in the nuclei of its atoms, known as the atomic number and represented by the symbol __Z__," Said S1 as simple as if he was counting down from 10._

_The scientist seemed surprised and wasn't expecting a full out definition like that. The other scientists had told her he was smart but she wasn't expecting him to be this smart._

_"I can already see this is going to be a very fun line of tutoring sessions to come." She said_

_"Likewise," said S1 as he looked back at her._

_"I almost forget to introduce myself ha-ha, me tutoring you without you knowing my name, my name Gwen Stacy but you little guy can call me Gwen." Said Gwen_

Present Time

Spider-Man looked up into the sky as he thought back to the first moment he met Gwen Stacy and couldn't help but think how much he owed her for helping him back then. It was a debt that he wished he could repay.

He jumped to the top of a building and he saw a crowd of suits heading into the city but he knew the Justice League could handle them. He then concentrated and felt his senses through his suit and heard that low whistling noise from before amplified to the north of here.

'That's where the satellite is and Goblin.' He thought

He then headed to the direction of the noise hearing it louder until he reached a tall building stooping on one of the walls and clinging to it. Spider-Man recognized this building as the one that Jason Philip Macendales had built in his earlier years, it was now old and rotting and from the looks of things about ready to fall apart.

'Of course, an old building that held no relation to Osborn what so ever, a perfect place to hid something.' He thought

As he scaled the building he started laying down the hyper sonic timers on the sides and as he reached the top he placed them on the edges hoping Goblin wouldn't notice them. Speaking of Goblin Spider-Man saw him as soon as he made it to the top of the building, sticking his duffel bag out of place on the side. He quietly walked as he noticed that the Goblin's back was turned as he was typing away on a computer by two medium sized satellites and in the center in a test tube was a black suit. The black suit in the tube moved around trying to break out of the tube as Spider-Man drew closer to it.

"I see you've found where I hid my satellites," Said Goblin as he stopped typing and turned around to face Spider-Man.

"It's over Goblin, what started all those years ago ends today." Said Spider-Man

"What happened all those years ago don't involve what's happening now, it's all ancient history now S1." Said Goblin

"I am not S1 anymore, you're just a broken record that needs to be thrown out and I'm more than happy to close the lid on the trash can for you." Said Spider-Man

Goblin only laughed and pulled out a pumpkin bomb from his satchel and threw it on the ground creating a smoke screen. Spider-Man felt his spider sense and dodged the pumpkin throwing knife before it hit him and he moved through the smoke screen dodging other blades. When the screen ended he saw Goblin on his glider with a mini gun pointed at him.

"End of the line Spider-Man." Said Goblin

The mini gun fired multiple rounds at Spider-Man who rolled and jumped to avoid getting hit. A bullet hit his shoulder but it was stopped by his suit which spit it out as he kept moving and tried to web Goblin but he moved out of the way. Goblin pulled out a pumpkin bomb and threw it at Spider-Man but he caught it in his web and threw it back at his glider. The glider started shake and steam came out of its back and Goblin ended up jumping from it as it exploded in midair and he landed on the roof slowly getting up.

"Looks like the glider are just like your head now; no visible sign of functioning normally what's so ever." Said Spider-Man

"Laugh it up now but I still control the suits with my satellites and of course my host." Said Goblin

Spider-Man looked to the black suit in the tube as it continued to struggle to break free.

"Beautiful I know, it took two years to be able to find the right scientists that could replicate the functions of V3 and even then it still isn't a perfect suit but the one good think it did was reproduce enough offspring's for us to make replicas. Of course even that took some trial and error but the end result was worth it even if the suit is still needed to control the others," Said Goblin as he reached into his satchel and pulled out a curved knife.

"I never think you would be obsessed enough to plan a scheme like this for over two years," Said Spider-Man as he eyed the knife. "What drove you crazy?"

"The Oz did in its earlier stages, it originally was a green gas that I tested on myself when I was had no other test subjects. It gave me incredible strength and then I started making other toys, like the bombs and glider. That's when I decided to become the Green Goblin and slowly started building up my arsenal in an effort to accomplish my plans." Said Goblin

"But you weren't expecting me here to stop you." Said Spider-Man

"No, I thought you had died all those years ago, I didn't check back then but now I'll make sure of it." Said Goblin

He charged at Spider-Man who dodged the first strike of the blade but he got slashed the second time in the chest. His suit regenerated the cut and he punched Goblin the face and kicked him in the stomach and got slashed in the arm from Goblin. Goblin then punched Spider-Man in the stomach and went to stab him in the chest but Spider-Man moved out of the way and tried to remove the knife from his hand but Goblin kicked him away. He then brought the knife to cut Spider-Man's throat but Spider-Man grabbed his wrist preventing him from moving.

"Does this knife look familiar Spider-Man?" asked Goblin but he replied before waiting for an answer, "It's the same knife I used the day you escaped, the same knife that spilled the blood of that scientist who tried to help you."

"That's the knife that killed her," said Spider-Man his voice falling in pitch.

"Yes, I used it to gut her down," said Goblin as he freed his wrist from Spider-Man's grip and slashed him across the chest and the stomach repeatedly before kicking him down to the ground, "Now I'm going to use it to gut you down and I promise you I'll go just as slow as I did with her."

He bent down next to Spider-Man and slowly edged the knife closer. Spider-Man's suit wasn't regenerating as quickly and blood was slowly oozing from his suit form the cuts.

"When you see Gwen Stacy, tell her that her sacrifice for your freedom was all for nothing," Said Goblin as he brought the knife down to stab Spider-Man in the chest but his hand was stopped by Spider-Man who gripped it hard enough to hear the bone snap. Goblin winced but couldn't free himself from the grip but he looked down at Spider-Man as a mouth started to open up in his suit.

"**DON'T YOU DARE SPEAK OF HER!? YOU DON'T DESERVE TO EVEN THINK ABOUT HER!**" yelled Spider-Man

He threw Goblin towards the middle of the roof and as Goblin got back up he saw Spider-Man get up as well with noticeable changes. His body was slightly more bulky than before and he stood slightly taller, tendrils appeared from his back and were moving around, the biggest change was that a visible wide mouth had appeared on his face and it showed sharp teeth and a long tongue.

"**Osborn, you die for what you did to her!**"Said Spider-Man

Before Goblin knew it he was hit in the hard in the stomach as thrown in the air where he was entangled in a tendril and being slammed around on the ground repeatedly until he was clawed in the chest and thrown on the ground where he lost the grip of his knife which went a few feet away from him. Goblin felt his chest and pulled up his gloved hand to see blood and that the claw had pierced right through his costume. Before he could move he was grabbed by the neck by Spider-Man or whatever this monster was now.

"**You ruined everything I wanted Osborn, you forced me to become this Venom!**" said Spider-Man

Goblin felt the pressure on his neck increase. "You can't do this, I thought you were a good guy now," He said before it became harder to breath.

"**WHY SHOULDN'T I! AFTER ALL YOU KILLED HER AND YOU DIDN'T HOLD BACK, I WATHCED AS YOU MADE HER SUFFER BEFORE SHE DIED! SHE DIDN'T DESERVE IT BUT YOU DO, FOR ALL YOU DID, THE PEOPLE YOU TOOK FROM ME!**" He shouted at Goblin as he held his neck tighter and raised his hand to plunge into his chest, "**You created this monster when you killed Gwen Stacy and I felt powerless to stop it but now I'm the one who can kill you and like you told me back then 'those with power control the weak' and now I have the power!**"

_September 10_

_Six years ago_

_Peter was in the backyard slamming his fist into a tree and nearly breaking it half. He didn't hear the back door open and see his Uncle Ben step out onto the backyard and stand behind him._

_"I don't think leaving the nest of birds up there homeless is going to change anything." Said Uncle Ben_

_Peter stopped punching the tree and saw that he made a hole in it and looked up to see the birds in the sky return to it after they saw it had stopped shaking._

_"I know it won't solve anything Uncle Ben," said Peter as he turned to face his uncle. "I just can't believe the HE decided to show his face in public."_

_"We all knew that eventually Osborn was going to make his reappearance into the public." Said Uncle Ben_

_"IT'S NOT FAIR! Why is it that people go around and treat him like he's some sort of hero when he's actually a ruthless villain." Said Peter_

_"That's because only few know of Osborn's secret activities that show how evil he is, while everyone else see's him as an inspiration." Said Uncle Ben_

_"Then why can't I show the rest of the world how wrong they are?" asked Peter_

_"You know why Peter." Said Uncle Ben_

_"I can handle myself; I can take him out in a day or two and have him behind bars in a snap! I can stop him from hurting anyone else ever again, I have the power." Peter argued_

_Uncle Ben put hand on Peter's shoulder. "Look Peter as much as I want to see Osborn pay for what he's done your going at it all the wrong ways. You can take care of yourself, your aunt and I know that but you can't take on Osborn now it will only make things worse for you. He probably thinks you're dead and trying to fight him now will only make him want to try to take you away. You want to take him out for good but that's not easy and you'll end up eating away at yourself for going down that road because there's no turning back. You're a hero Peter and one day you just might be that hero but you won't if you go down to Osborn's level, it's not worth it and its not you nor is it the correct way to use your power. You need to remember Peter that with great power comes' great responsibility."_

_Peter felt himself calm down during his Uncle's speech and he lowered his head. "Your right, I shouldn't use these powers to for that, it's not me." He said_

_Uncle Ben raised Peter's chin so that he was looking at him. "No and it won't ever be you." _

Present Time

Spider-Man dropped Goblin to the ground and backed away from him as his suit started to change. The tendrils retracted back to his body as it grew to its regular size and the mouth closed back to its original mouth less state. Spider-Man looked at his hands which were normal looking hands instead of massive claws and he turned to Goblin on the ground, blood on his chest from the scratch and trying to catch his breath. Spider-Man then walked over to the satellites computer and began to shut off the remote controls as the suit in the tube spluttered about trying to break free again. Goblin slowly got to his feet, his eyes wandered over to the knife that was a few feet away from him and he watched as Spider-Man kept his back turned to him.

"I know what you're thinking but you're in no condition to fight back," said Spider-Man as he continued to type away at the keyboard.

"You still think that I'm just going to let you stop all of my years of work," said Goblin as he started to limp over to the knife. "I won't allow anyone to stop my plans."

As he came close to the knife it was webbed away from his grasp and Goblin turned to see Spider-Man holding the knife in one hand.

"Even in the end you're still a madman who won't give up until he draws his final breath," said Spider-Man as he used the knife to smash the computer screen. "I don't know whether I should laugh or take pity on you Osborn."

"I don't want your pity," replied Goblin as he glared at Spider-Man.

Spider-Man went over the edge of the roof and pulled out from the duffel bag a small black remote. He then slowly walked over to Goblin with the both the remote and the knife in his hand and stopped in front of him.

Goblin smiled as he watched Spider-Man grip the knife. "You going to kill me with that knife S1?" he asked. "It would be fitting I guess, to kill the man who took the life of the first person who not only treated but showed you that you were an actual person and not some science experiment with the same knife that took their life."

Spider-Man raised the knife but threw it over to one of the satellites where fell to the ground once more. He then grabbed Goblin by the neck and lifted him up off the air but didn't try to strangle him. "A part of me wishes that I could kill you," he said as his grip slightly tightened. "To see you fall motionless on the ground and get what you deserve for all the evil that you have done in the past. But that's not what me nor is it what I stand for; it's what you wanted me to be, a personal killing machine that follows your orders and end whatever lives you asked me to. As much as I may want to kill you I refuse to stoop down to your level and use my powers to kill, even if its people like you I still won't do it because I'm better than that."

He then pressed a button the remote and jumped off the roof swinging away with Goblin over his shoulder as sound waves erupted from the building and it was soon destroyed when the devices destroyed making waves of fire. Spider-Man heard the cries of the black suit from the tube until went silent underneath the fire.

He swung until he was a block away from the explosion and dropped Goblin on to the ground by a lamppost. Spider-Man webbed up Goblin behind his arms to the lamppost and took off his mask to see the face of Norman Osborn with a bruise on the right side of his face, blood coming from his mouth and eyes glaring at Spider-Man despite the fact that he looked like he might pass out.

"I…will…back," Norman staggered out.

"Maybe not for another 30 years or a second life from what the country just saw, I think its best that they decide your fate from what you've done," said Spider-Man as he crossed his arms. "At least you'll be answering for one series of crimes you've committed in your lifetime but I think the outcome just might satisfy me enough to call it fair."

Norman struggled to stay awake and he tried to break free from the webs holding him but he felt too weak to do so.

"Don't struggle Norman it will only make you waste your energy quicker," said Spider-Man. "If you waste your energy you won't see the men take you away from here and you'll wake up in a jail cell."

Spider-Man heard sirens heading his way and he took one last look at Norman and said; "Don't worry I'll watch your trial in T.V. and maybe send a card for you in jail."

Norman watched Spider-Man leave and the sound of sirens was the last he heard before the darkness surrounded him.

Spider-Man went over to a nearby rooftop and saw a fire truck; police cars and army vehicles pull up the building.

'Looks like those coordinates I transmitted over to the nearest radio frequency worked like a charm,' thought Spider-Man as he watched the army troops surround an unconscious Norman.

He saw them break him free of the webs and handcuff him, carrying him away to the back of a police car and drive off. Spider-Man smiled underneath his mask as he witnessed a scene he had only dreamt of once in awhile but warily did his dreams come true but he was happy that this particular dream became a reality.

He then made his way back to the where he had left the Justice League and found dozens of people on the ground getting up and being taken to an infirmary tent he saw set up on the corner. With the destruction of the satellites and the original suit the people were now back in control and free from the clutches of Osborn and his manipulations.

He then turned around to face the Justice League and Young Justice.

"Congratulations you guys! You managed to stop Norman Osborn aka the Green Goblin and save the city," said Spider-Man his voice filled with a hint of joy. "Oh and before I forget," he pulled out a flash drive and tossed it at Batman who caught it. "That contains details about his plans and the original images from the shelters make sure the prosecutors get that." "You deserve a cookie or something for all your hard work," he said.

"No you got all wrong we just stopped the suits you stopped Goblin." Said Robin

"No I didn't, well I did but that's not what everyone else thinks," said Spider-Man as he put a hand on his chin in thought. "In other words; according to the world I don't exist and had no involvement in this. It was all you guys, seeing as though you're the only ones with the smarts and powers to stop this."

"You sure you're not crazy?" asked Kid Flash

"Yeah I'm positive on that," said Spider-Man as he rolled eyes underneath his mask. "Look, you guys take the credit and I go back into the shadows and hopefully never have to be seen or heard from again." "Oh and before I forget," he pulled out a flash drive and tossed it at Batman who caught it. "That contains details about his plans and the original images from the shelters make sure the prosecutors get that."

"That shouldn't have to happen, look you're a hero for what you did even if we didn't believe you in the beginning," said Superman as he looked at Spider-Man In the eyes. "The people down there will see it too and if you help us we can work together and help other people just like this. What I'm asking is will you join us Spider-Man?"

"With all due respect I can't, don't get me wrong I would like to work with you guys but that's too big of a stretch for me. What happened here was something I just had to stop, something I knew would only get worse if I didn't get involved and put a stop to it," said Spider-Man as he thought about what Norman would have done if he had succeeded.

"Spider-Man you did good out there despite the odds against you," Said Superman. "I just want to know why you can't join us."

"You wouldn't understand and I honestly I hope you never know why," said Spider-Man as he looked out off the roof. "I only did this because I wanted to put an end to Norman Osborn and stop his plans. I didn't do this just to make myself known to the public or anyone else, if I had my way you wouldn't have known about my existence and I would have worked in the background leaving you clues about who Goblin is until you pieced it all together," said Spider-Man as he turned to look at all of them. "But thinks change and despite the how rocky it was in the beginning I'm happy I at least got the chance to work with you guys. For all its worth I hope you have a happy holiday."

With that Spider-Man jumped over into an alley way and swung off avoiding busy streets and made it back to his hideout. He got his backpack on and then made his way out of Washington D.C. and into Oregon by sneaking through the traffic trying to get in and made his way to the nearest airport where he changed out of his suit and got onto the nearest plane back to New York.

December 21

New York

Peter walked out of the airport and took a cab back to his apartment and as he paid the cab and got out he saw his car was still there and he went inside. The first thing he did was take a shower and change his clothes as well as heat up some lasagna. When it was done he took a plate and sat down on the couch, grabbed the remote and turn on the T.V to the news.

"**It's been a day since the true intentions of Norman Osborn have been revealed and Washington D.C as well as the nation is still recovering from the shock of finding out it was him who was responsible for the virus as well as the death of thousands. Osborn remains in custody today kept under heavy surveillance and is awaiting a trial that could be sometime early next year. Praise today went to the Justice League for uncovering Osborn's plans and stopping him from controlling the public…"**

Peter turned off the T.V. having heard exactly what he wanted to hear. He looked down to see he had finished his entire plate of lasagna and put the dishes in the sink and decided to go to bed before seeing how everyone was since it was after midnight.

December 22

New York

Peter used his key to unlock the door and step inside the house, it was 11:30 A.M and he knew they would be up at this time.

"Hey everyone I'm home," He called out as he walked into the living room.

"Peter!" he heard his aunt and uncle call. They both came from the kitchen and hugged him each saying things like 'glad you came back alive' to 'good to see you home'. Eventually they let go and Peter heard feet scramble downstairs and turned to see Ben who immediately jumped and latched himself onto Peter's chest as Peter hugged his little brother back.

"You did it Peter, I knew you would." Said Ben

"Thanks for believing in me Ben that means a lot," said Peter patted his little brother on the back.

Overall it was the best Christmas present Peter could have ever asked for.

Epilogue

December 29

Belle Reve Penitentiary

It was late at night, almost midnight and it was easier to move around then through the prison. The few guards on duty that hadn't been managed to move away quick enough for his liking were easily dealt with thanks to his strength. He hated stealth missions but when the boss promised him it would be worth his while who was he to refuse; after all it meant seeing his old friends. Despite his size he moved quick and soon found himself in front of their holding cells and with a swipe of a key card he heard the cells open up.

"It's about time I got out of here, the food isn't bad though," Said Electro as he stepped out of his cell. He looked to his left and saw the occupant of the next cell come out stretching his muscles and taking off his orange suit.

"I'm glad to get out of there; they wouldn't give me any extra food during meal times." Said Rhino

"Hold it you two I still have to do one last thing," said the man who freed them. In less than a second the inhibiter collars that Electro and Rhino were wearing were on the floor.

"I hate that stupid collar, makes me feel like I'm a dog," Said Electro as he felt the electricity move throughout his body again.

"That collar was kind of itchy at first and now that it's gone I don't feel like I have to scratch my neck all the time," said Rhino as he cracked his knuckles.

They both turned towards the man who helped get them out and each smirked.

"Glad to see you decided to be a part of this after all Scorpion." Said Electro

"I was always a part of it but I had to wait for my cue," said Scorpion as he crossed his arms. Scorpion wore a green suit and mask that covered his face but not his eyes which were green and left his mouth uncovered. On the back of his suit was a giant scorpion tail which point was hovering over his shoulder. "I was told to bust you two out, we can catch up later but now we still have to break out of jail."

The three then ran out of the cells and towards the back entrance where Scorpion had entered the prison before. On their way they saw guards sprawled out on the ground unconscious courtesy of Scorpion. They escaped out of the back and to Electro and Rhino's surprise the security systems were down and a jet was waiting for them.

"Got to hand it to Osborn he sure knows when things will come in handy." Said Rhino

"Shouldn't you be getting Osborn as well?" asked Electro

"He told me to come and get you two and besides he's not even in this prison," said Scorpion as they boarded the jet. "Going to get him would be difficult and would attract unwanted attention." He then went to the front of the jet and hit a few buttons as the jet started to come alive and fly off the island.

"Why did he want us out?" asked Rhino

"Simple; he wants us to solve a little bug problem for him," Said Scorpion as he made his way to the back. "We have to take out S1 or has he says he is now Spider-Man."

"I guess you weren't lying after all Rhino, that little punk is alive." Said Electro

"I told you so," said Rhino as he gave a victorious smile at Electro. "I wouldn't lie about something like that."

"So what's the plan to lure out the spider?" asked Electro

"I had a few ideas but Osborn told me Jameson wasn't a big enough target to attract," said Scorpion as he clenched his fist. "So instead we have to lure him out him with a simple guess and check, starting with New York."

December 31

New York

J. Jonah Jameson was in what Peter liked to call one of his hero rants. Occasionally when Peter would deliver pictures of the Justice League stopping major crimes in New York Jameson would go on about how they were causing havoc with taking the law into their own hands. He also didn't like how aliens just came into our world from the backdoor without permission. This would end with the usual notion of how 'bad' Peter's pictures were.

"Another thing Parker is that these pictures are horrifying," Jameson said as he went through them. "I don't know why I bother looking through these, you're lucky I don't have you fired! Get your money from Betty and get out of my site and don't come back until you get me better pictures!"

Peter nodded his head and walked out of the room, slightly smiling as he moved to the desk besides Jameson's office door.

"He's in a pretty good mode," he said to Betty as she handed him a check for the pictures.

"Believe it or not it's the best mode he's been in all month," Said Betty as she straightened a few pictures on her desk. "Anyway have a happy New Year."

"You too," Said Peter as he put the check in his pocket.

Peter then walked out to the elevator at the Daily Bugle and headed downstairs to the exit. His mind drifted off to the prison break he heard that happened in Belle Reve and the prisoners who escaped had been Electro and Rhino. Rumor spread that they were going to try to break Norman Osborn out of his cell in Washington and other rumors spread that the Justice League were heading up the security measures.

'Amazing what people can spread in a short time,' thought Peter as he stepped onto his car and drove off to his apartment. He had nothing better to do since turning in the pictures was really all he had planned for the, besides spending Ney Year's eve at Curt's house with everyone else. He stopped by his apartment and as he was getting out of the car and walking into his apartment to get ready for the party, his spider sense tingled and he dropped to the ground as a flaming wheel form what looked like a truck flew past where he once stood and landed on the ground rolling to the street.

Peter then turned from where the flaming wheel came from and heard screaming and destruction of what sounded like glass. Without thinking he ran into the nearest empty dark alley and checking to make sure no one was around he switched over to the black suit until he felt the face mask come over him only then did he move from the alley to the roof and to the destruction as well as getting his camera ready.

Rhino was having fun; the plan to lure out Spider-Man had been to simply cause enough destruction to attract his attention. It was a one in a million chance but Rhino didn't care if the bug boy showed up or not he always liked destroying things. Scorpion had said that Osborn had been sure it was either New York or Washington since this was the city where S1 had been kidnapped when he was a baby. Rhino enjoyed the feel of crashing through buildings and seeing how many he could go through nonstop without getting bored.

Electro was simply zapping away at anything that had electricity in it and Scorpion was picking up and throwing cars away at building and getting impatient with how long it was taking.

'I guess Osborn slipped up once again,' he thought as he watched as another car went through a building. 'Oh well, might as well take my rage out on something.'

He picked up another car and threw it at the cops who had arrived on the scene.

Spider-Man stood on the roof and watched as Rhino, Electro and Scorpion destroyed as much as they could.

'That's Scorpion, so he broke them out of jail but for what. It's as if their trying to get noticed,' he thought as he set up his camera by setting the timer and webbing it to a good shot on the building. 'That is what their trying to do, lure someone out and I think that someone might be me.'

Spider-Man looked out but he couldn't see any members of the Justice League coming anytime soon. 'Probably watching Osborn,' he thought as he saw Scorpion pick up a car and throw it at the corner.

'I can't let this keep going on,' thought Spider-Man as he watched. 'They want to lure me out and normally with crimes like this someone comes along to stop them and I take the pictures but now… I'm not so sure.'

The truth was that Spider-Man had been afraid to get involved with crime fighting, he was afraid that Osborn would put two and two together and try to take him away from his life and right when he just got one. But Osborn was locked up so what did he have to fear? Being known to the public or simply waiting out for the Justice League. He then saw the cops arrive and Scorpion pick up a car and aim at them and at that moment Spider-Man found his answer.

As the car was about to hit the officer who crouched to the ground and waited for the impact but it never came. They looked up to see the car suspended in the air by what looked like webs holding it form the sides by the buildings.

Scorpion looked on confused at the display until a web came and hit him right in the face.

"I never thought I would see you again," said a voice Scorpion heard from above. He ripped off the web from his face to see Spider-Man leaning on the side of a building.

"It's been awhile kid, you grew up." Said Scorpion

"Thanks and you grew uglier if that's possible or is that the suit looks more like puke than last time," Said Spider-Man and he turned his attention towards Electro. "Well if it isn't Sparky himself, still sporting that 'I totally need a life' phase I see."

"I see you still want me to shock you in that mouth of yours," said Electro as he threw a bolt of electricity at Spider-Man who jumped from his position on the building that left a scorch mark and he jumped onto another building.

"See you can't aim to save your life. Why don't I show you how it's done," said Spider-Man as he jumped into the air and shot webs at Electro who used his electricity to destroy them before they could touch him.

"Not even close bug boy." He said

"I wouldn't say that," said Spider-Man as he looked behind Electro and just as Electro turned around he was hit by a brick to his chest. Spider-Man felt his spider sense and jumped over Rhino as he tried to plow him over and instead webbed him around the neck and threw him over to Scorpion who jumped over Rhino as he went sailing over to a building.

"You always were the bright one of the bunch Scorpion or would it be you never had any real competition at all." Said Spider-Man

"Shut-up," said Scorpion as he used his tail to shoot laser beams at Spider-Man who dodged each shot. Spider-Man then shot a large web at Scorpions tail and pulled him forward and swung him around.

"Let me know if you're going to hurl, I don't want to you to look more green than you already do," said Spider-Man as he swung Scorpion around until he let him go right at Electro and they both tumbled on the ground for a bit before getting back up just as Rhino rushed past them towards Spider-Man with his face content with rage.

"I'M GOING TO SQUASH YOU BUG BOY!" he shouted

Spider-Man simply jumped landed on Rhino's back grabbed his horn and brought him down to the ground on his back. He then punched Rhino in the head hard, knocking him out and slung a barrage of webs in the direction of Scorpion and Electro before throwing Rhino at them. Scorpion could only jump out of the way as Rhino was flying at them and as he jumped out of the way rolling on the ground Electro who had been hit in the face had gotten the web off only to fall to the ground as Rhino landed on top of him.

"I can't get him off," Yelled Electro as he struggled to remove an unconscious Rhino from his body, the electricity surrounding his body due to his frantic frustration.

Scorpion broke free of the webs around his body and looked to see that Spider-Man was nowhere to be found. He looked around but couldn't find any sign of him until he heard a whistling noise from above and he looked just in time to be hit in the stomach by a kick from Spider-Man who swung from a building at him building up the power of his kick.

Scorpion went crashing into the side of the building and fell to the ground taking out a chunk of bricks that fell on him as Spider-Man landed on the ground and watched Scorpion slowly got up.

"I'm surprised you could still fight, considering the beating I just gave you." Said Spider-Man

"Not surprise you could put up a fight like this," said Scorpion as he got on his feet shaking a bit. "Osborn told me how you held your own while he fought you as well as you beating him up."

"You got in contact with Osborn?" Spider-Man said surprised.

"You'd be surprised how easy it is to pass messages through prison no matter how much security it has," Said Scorpion as he swung his tail at Spider-Man who back flipped to avoid the attack and webbed up Scorpion to the ground by his feet.

"Either you're tired or you're getting old Scorpion," said Spider-Man as he watched him struggle to free his feet. "Maybe you should consider retiring at a prison somewhere, you know, guards prison food, large cell and lots of anger management because let's face it you need it."

"You are really ticking me off," said Scorpion as he freed his feet and ran towards Spider-Man. Scorpion punched Spider-Man but he grabbed his fist and punched him right back and kicked him at his side. He then webbed up Scorpion around the torso, jumped up webbed his tail to the ground then buried the rest of Scorpion's body in a web like cocoon, leaving only his face visible.

"You know me I'm a people pleaser," said Spider-Man as he folded his arms.

"This isn't over not by a long shot," said Scorpion as he struggled to break free but couldn't. "Goblin will have his revenge and I will have mine!"

Spider-Man rolled his eyes underneath his mask and turned around to find that the police had barricaded the area and he saw a T.V new station filming the event.

'Well that covers blown,' he thought as he looked back at Scorpion.

"Tell Goblin that I'll be waiting for him if he ever gets out that is," said Spider-Man as he webbed up Scorpion in the mouth. "Make sure you tell him that as soon as you get the webs out of your mouth which you can keep by the way, courtesy of your friendly neighborhood Spider-Man."

He then jumped up to a nearby rooftop and after retrieving his camera he swung away to an empty alley and changed back. He then went back to his apartment and developed the pictures his camera took and returned to the Daily Bugle to visit his old pal Jameson.

Peter was in the backyard of Curt Conner's house with Mary Jane. It was 11:57 with only three minutes left to go until the New Year.

"I saw you on the news Peter while I was doing a shoot," she said as she laid her head on his shoulder. "The other models kept talking about how hot that spider guy looked in that suit."

"I never noticed how attractive I looked in my suit," said Peter as he put a hand on his chin in thought. "Maybe I should look at myself in the mirror with it on more often."

He and Mary Jane shared a laugh. Peter had found that word had spread quickly about a new hero in New York calling himself Spider-Man and the fight between him and Scorpion had been shown throughout the internet. He hadn't heard what the others thought of this but he knew he had done the right thing.

'I think it's about time I stop hiding, with Osborn in jail I don't have to be afraid anymore, maybe I can become a hero just like Gwen thought I would.' Thought Peter

"Well to sum it all up it's been a pretty interesting year," said Peter as he checked his watch to see there was only two minutes left.

"I'll say tiger," said Mary Jane as she turned to look at him. "Understand this Peter; I'll stand by you no matter what decision you make and I can guarantee you that I'm not the only person here that will make that promise."

Peter placed his left hand on Mary Jane's cheek and brought his face a little closer to hers. "I know that," he said quietly to her. "It's good to hear it though and reassuring to know that I won't be alone."

Just as they were about to kiss they heard Aunt May say; "Come on you two the countdowns about to begin."

With smile the two hurried to the living room where everyone else was around the flat screen T.V as a countdown of ten seconds began.

Everyone in the room chanted as the timer went down to the New Year.

10

9

8

7

6

5

4

3

2

1

_"0, the process is complete," said the scientist as the machines were turned off and heavy armored guards moved to go inside the giant glass room. "No don't, if you try to move him in this state you will only end up aggravating him even more and you'll need serious medical attention. Simply let him take his newly found frustration out on the drones and then when he's calmed down escort him back to his room."_

_The guards looked back into room and nodded before backing away waiting for the okay. The scientist then turned to the man in the business suit next to him who had his eyes glued to the glass room._

_"I hope the results you've seen have pleased you Mr. Osborn." Said the scientist _

_"They have Otto," said Norman as he kept his eyes in the glass room where a kid that looked no older than seven was destroying rows and rows of drones with no hint of slowing down or showing any mercy. "I'm glad it turned out as it did."_

_"I'm happy about that Mr. Osborn because now that he has that suit on we won't be able to get it off." Said Otto_

_"I wouldn't want the suit off him anyway," said Norman his eyes still on the boy as he smashed another drone to the ground. "Look at S1as he destroys those drones in there with no signs of stopping. The others will be pleased with his new progress as much as I am and this will be keeping Macendales from thinking this was an actual waist to our goal."_

_"I can see him smiling at this sir," said Otto as he watched S1 destroy another drone and then another one. "What shall we tell Mr. Trask when he discovers that a line of what he called 'one of a kind' drones have been destroyed?"_

_"Simply tell him that he needs to make better drones that could prove more of a challenge to S1, possibly even a prototype of that sentinel robot he was telling me about." Said Norman_

_"Understood sir but you have to understand that we don't know the full effects to the suit, what if-"_

_"I didn't hire you to tell me 'what ifs' but to give me progress," said Norman as he turned to look at Otto. "You have given me progress and if anything happens to S1 you and those tentacles you built will be sure to keep him in check, understand?"_

_"Yes Mr. Osborn." Said Otto _

"_His aggression seems to benefit him in his fitting," said Norman as he saw S1 destroy rip a drone in half. "I like that; it should come in handy when needed."_

"_It can also be quite dangerous Mr. Osborn as other test subjects with V3 have had disastrous results when under extreme aggression." Said Otto_

"_I know that," said Norman as he smiled devilishly. "I'm counting on that for if the situation calls for him to hunt and kill the world's heroes in the future."_

"_I hope it doesn't come to that Mr. Osborn." Said Otto_

"_I could care less to be honest where it goes as long as it ends in my favor." Said Norman_

I hope you enjoyed this story and like I said; sequel in the future. If you were disappointed with the lack of Venom in this story I apologize for giving him little to no part in this story. In the future he will have more of a part and a better role.

Keep an eye out for the sequel.

Thanks for reading, don't forget to R & R and have a nice day.


End file.
